Common use of Notice and Registration Clause in Contracts

Notice and Registration. If the Company proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), it will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company will use its best efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2.

Notice and Registration. If the Company proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which that would permit registration of the Shares for sale to the public under the Securities Act (a "“Piggyback Registration"”), it will give prompt at least 15 days’ advance written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company within 20 10 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company will use its reasonable best efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to delay registration of, or not to register register, such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery the expiration of the Holders' written request 15-day period described above in this Section 3.1, the Holders) and, thereupon, (i) in the case of a determination to delay registration, the Company shall be permitted to delay registering such Shares for the same period as the delay in registering such other securities and thereupon (ii) in the case of a determination not to register, the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 22 or to include such Shares in any subsequent Piggyback Registration pursuant to this Section 3; (b) the Company shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities (i) on Form S-4 or S-8 or any successor or similar forms, (ii) relating to equity securities issuable upon exercise of employee stock or similar options or in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other any employee benefit plans or similar plan of the Company or (iii) in connection with an acquisition of, or an investment in, another entity by the Company; (c) the Company’s filing of a Shelf Registration shall not be deemed to be a Piggyback Registration; provided, however, that the proposal to file any prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of the Company’s securities (whether proposed to be offered for sale by the Company or any other Person) will be a Piggyback Registration unless such offering qualifies for an exemption under this Section 3.1; and provided further that, if the Company files a Shelf Registration, the Company agrees that it shall use its reasonable best efforts to include in such registration statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a prospectus supplement rather than a post-effective amendment; (d) if a Piggyback Registration is an underwritten primary registration on behalf of the Company (whether or not selling security holders are included therein) and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common StockStock (the “Piggyback Maximum Number”), the Company shall include the following securities in such registration up to the Piggyback Maximum Number and in accordance with the following priorities: (iw) first, the securities the Company proposes to sell, (iix) second, up to the number of Shares requested to be included in such registrationregistration by Illumina, (y) third, up to the number of Shares requested to be included in such registration by Selling Holders other than Illumina, pro rata among the such Selling Holders of such Shares on the basis of the number of Shares owned requested to be registered by each such Holder, Selling Holder and (iiiz) thirdfourth, up to the number of any other securities requested to be included in such registration; and; (de) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No no registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2; and (f) at any time prior to the execution of an underwriting agreement with respect thereto, any Selling Holder may withdraw any or all of its Shares from a Piggyback Registration by providing a written notice to the Company.

Notice and Registration. If the Company proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "“Piggyback Registration"”), it will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company will use its best efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' ’ written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 22 or to include such Shares in any subsequent Piggyback Registration pursuant to this Section 3; (b) the The Company shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company;; and (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company (whether or not selling security holders are included therein) and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common StockStock (the “Maximum Number”), the Company shall include the following securities in such registration up to the Maximum Number and in accordance with the following priorities: (i) first, the securities the Company proposes to sell, (ii) second, up to the number of Shares requested to be included in such registration, pro rata among the Selling Holders of such Shares on the basis of the number of Shares owned by each such Selling Holder, and (iii) third, up to the number of any other securities requested to be included in such registration; and. (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2. (e) Any Selling Holder may withdraw any or all of its Shares from a Piggyback Registration at any time under any circumstances.

Notice and Registration. If the Company proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which that would permit registration of the Shares for sale to the public under the Securities Act (a "“Piggyback Registration"”), it will give prompt at least 20 days’ advance written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company within 20 15 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company will use its best commercially reasonable efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' ’ written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 22 or to include such Shares in any subsequent Piggyback Registration pursuant to this Section 3; (b) the Company shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities (i) on Form S-4 or S-8 or any successor or similar forms, (ii) relating to equity securities issuable upon exercise of employee stock or similar options or in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other any employee benefit plans or similar plan of the Company or (iii) in connection with an acquisition of, or an investment in, another entity by the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company (whether or not selling security holders are included therein) and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common StockStock (the “Piggyback Maximum Number”), the Company shall include the following securities in such registration up to the Piggyback Maximum Number and in accordance with the following priorities: (iw) first, the securities the Company proposes to sell, (iix) second, up to the number of Shares requested to be included in such registration by Ashland, (y) third, up to the number of Shares requested to be included in such registration, pro rata among the Selling Holders (other than Ashland) of such Shares on the basis of the number of Shares owned by each such Holder, Selling Holder and (iiiz) thirdfourth, up to the number of any other securities requested to be included in such registration; and; (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No no registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2; and (e) any Selling Holder may withdraw any or all of its Shares from a Piggyback Registration at any time under any circumstances.

Notice and Registration. If the Company proposes to register any shares of its Common Stock or other securities issued by it having terms substantially similar to Eligible Securities ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person), ) on a form and in a manner which would permit registration of the Shares Eligible Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the Holders each Investor of its intention to do so, and upon the written request of any or all of the Holders Investors delivered to the Company within 20 days fifteen (15) Business Days after the giving of any such notice (which request shall specify the Shares number of Eligible Securities intended to be disposed of by such Holders), Investor and the intended method of disposition thereof) the Company will use its best all reasonable efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Eligible Securities which the Company has been so requested to register by such Holders (which shall then become Selling Holders)the Investor or Investors, to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Eligible Securities so to be so registered; provided, however, registered provided that: (a) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesthe Other Securities, the Company may, at its election, give written notice of such determination to the Selling Holders Investor or Investors seeking registration hereunder (or, if prior hereafter referred to delivery of as the Holders' written request described above in this Section 3.1, the Holders"SELLING INVESTORS") and thereupon the Company shall be relieved of its obligation to register such Shares Eligible Securities in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.33.2), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) The Company will not be required to effect any registration pursuant to this Article 3 if the Company shall have been advised in writing (with a copy to Investor) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the public offering of securities by the Company, that in such firm's opinion, a registration of the Eligible Securities which the Company has been requested to register by Investor at that time would materially and adversely affect the Company's own scheduled offering; and (c) The Company shall not be required to effect any registration of the Shares Eligible Securities under this Section Article 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option options or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2plans.

Notice and Registration. If the Company proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which that would permit registration of the Shares for sale to the public under the Securities Act (a "“Piggyback Registration"”), it will give prompt at least 20 days’ advance written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company within 20 15 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company will use its reasonable best efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to delay registration of, or not to register register, such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery the expiration of the Holders' written request 20-day period described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 22 or to include such Shares in any subsequent Piggyback Registration pursuant to this Section 3; (b) the Company shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities (i) on Form S-4 or S-8 or any successor or similar forms, (ii) relating to equity securities issuable upon exercise of employee stock or similar options or in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other any employee benefit plans or similar plan of the Company or (iii) in connection with an acquisition of, or an investment in, another entity by the Company; (c) the Company’s filing of a Shelf Registration shall not be deemed to be a Piggyback Registration; provided, however, that the proposal to file any prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of the Company’s securities (whether proposed to be offered for sale by the Company or any other Person) will be a Piggyback Registration unless such offering qualifies for an exemption under this Section 3.1; provided further that, if the Company files a Shelf Registration, the Company agrees that it shall use its reasonable best efforts to include in such registration statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a prospectus supplement rather than a post-effective amendment; (d) if a Piggyback Registration is an underwritten primary registration on behalf of the Company (whether or not selling security holders are included therein) and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common StockStock (the “Piggyback Maximum Number”), the Company shall include the following securities in such registration up to the Piggyback Maximum Number and in accordance with the following priorities: (iw) first, the securities the Company proposes to sell, (iix) second, up to the number of Shares requested to be included in such registrationregistration by J&J, (y) third, up to the number of Shares requested to be included in such registration by Selling Holders other than J&J, pro rata among the such Selling Holders of such Shares on the basis of the number of Shares owned requested to be registered by each such Holder, Selling Holder and (iiiz) thirdfourth, up to the number of any other securities requested to be included in such registration; and; (de) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No no registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to to, and subject to, Section 2; and (f) at any time prior to the execution of an underwriting agreement with respect thereto, any Selling Holder may withdraw any or all of its Shares from a Piggyback Registration by providing a written notice to the Company.

Notice and Registration. If the Company proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale Shelf Registration Statement contemplated by the Company or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), it will give prompt written notice to the Holders of its intention to do soArticle III hereof is no longer effective, and upon the written request of any notice from a Holder or all of the Holders delivered to owning Eligible Securities requesting that the Company within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company will use its best efforts to effect, in connection with the registration of such other securities, effect the registration under the Securities Act of all or part of the Shares Eligible Securities held by such Holders, which notice shall specify the intended method or methods of disposition of such Eligible Securities, the Company has been so requested will use commercially reasonable efforts to register by effect (as promptly as is practicable under the circumstances) the registration under the Securities Act of such Holders (which shall then become Selling Holders), to the extent required to permit the Eligible Securities for disposition (in accordance with the same intended method or methods of disposition as stated in such request (which request may be satisfied by means of a Shelf Registration Statement); and the Company proposes agrees that it will use such a Shelf Registration Statement if the Company is then eligible to use to dispose of do so and a Shelf Registration Statement is requested by the other securitiesHolder(s) of the Shares to be so registered; providedin its written notice requesting registration, however, provided that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, If the Company shall determine for any reason not to register such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be have previously effected as a registration under Section 2; (b) with respect to a Holder’s Eligible Securities pursuant to this Article IV, the Company shall not be required to effect a registration for such Holder’s Eligible Securities pursuant to this Article IV until a period of twelve (12) months shall have elapsed from the effective date of the most recent such previous registration. (b) If, upon receipt of a registration request pursuant to this Article IV, the Company is advised in writing (with a copy to the Selling Holders) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with a public offering of securities by the Company that, in such firm’s opinion, a registration at the time and on the terms requested would materially adversely affect such public offering of securities by the Company (other than an offering in connection with employee benefit and similar plans) (a “Company Offering”) that had been contemplated by the Company prior to the notice by the Holders who initially requested registration, the Company shall not be required to effect a registration pursuant to this Article IV until the earliest of (i) three (3) months after the completion of such Company Offering, (ii) promptly after abandonment of such Company Offering, or (iii) three (3) months after the date of written notice from the Holders who initially requested registration (such period a “Company Sale Period”); except that, the Company may not exercise its rights to delay any registration of the Shares under this Section 3 incidental to 4.1(b) (x) more than once in any twelve (12) month period or (y) within four (4) months of the registration end of any delay effected pursuant to Section 4.1(c); and provided further that in no event shall Pre-Effective Suspension Events and Company Sale Periods be permitted to take effect for more than an aggregate of its securities ninety (90) days in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company;any twelve (12) month period. (c) if If, while a Piggyback Registration registration request is an underwritten primary registration on behalf pending pursuant to this Article IV, the Chief Executive Officer and the General Counsel of the Company and Company, with the managing underwriters advise advice of counsel, determine in good faith, that (A) the filing of a registration statement or the declaration of effectiveness is reasonably likely to adversely affect a material financing, acquisition, disposition, merger or other comparable transaction involving the Company or (B) disclosure is reasonably likely to have a material adverse effect on the Company and, in writing that in their opinion each of (A) and (B), after the number advice of securities requested counsel, the filing of a registration statement or the declaration of effectiveness would require the disclosure of material non-public information not otherwise required to be included in disclosed under applicable law (such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stockcircumstances being hereinafter referred to as a “Pre-Effective Suspension Event”), the Company shall include in deliver a certificate to such effect signed by its Chairman, Chief Executive Officer, President or any Vice President to the Selling Holders, and the Company shall not be required to effect a registration pursuant to this Article IV until the earlier of (i) first, the securities date upon which such material information is disclosed to the Company proposes public or ceases to sell, be material or (ii) secondninety (90) days after the Company makes such determination; except that, in no event shall Pre-Effective Suspension Events be permitted to take effect (x) more than twice in any twelve (12) month period or (y) within four (4) months following the Shares requested end of any Pre-Effective Suspension Event with respect to the same or substantially the same facts or circumstances; and provided further that in no event shall Pre-Effective Suspension Events and Company Sale Periods be included permitted to exist for more than an aggregate of ninety (90) days in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and any twelve (iii12) third, any other securities requested to be included in such registration; andmonth period. (d) if a Piggyback Registration is an underwritten secondary (1) The Company shall not be required to effect more than one registration on behalf of holders in any twelve (12) month period, provided that, at the time of the Company's securities entitled to demand request for registration thereof and under this Section 4.1, at the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability time of the offering or filing of the market for registration statement with the Common StockSEC and throughout the period in which the registration statement is to remain effective, the Company shall include in such registration (i) first, is eligible to register the securities requested to be included therein by Eligible Securities on Form S-3 under the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, Securities Act or any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2successor form.

Notice and Registration. If the Company proposes to register any shares of its Common Stock or other securities issued by it having terms substantially similar to Eligible Securities ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person), ) on a form and in a manner which would permit registration of the Shares Eligible Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the Holders of its intention to do so, which notice the Holders shall keep confidential, and upon the written request of any or all of the Holders a Holder delivered to the Company within 20 days fifteen (15) Business Days after the giving of any such notice (which request shall specify the Shares number of Eligible Securities intended to be disposed of by such Holders), Holder and the intended method of disposition thereof) the Company will use its best all commercially reasonable efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Eligible Securities which the Company has been so requested to register by such Holders (which shall then become the Selling Holders), to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Eligible Securities so to be so registered; provided, however, provided that: (a1) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesthe Other Securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares Eligible Securities in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.34.2), without prejudice, however, to the rights (if any) of any Selling the Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2Article 3; (b2) the Company will not be required to effect any registration pursuant to this Article 4 if the Company shall have been advised in writing (with a copy to the Selling Holders) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the public offering of securities by the Company that, in such firm's opinion, such registration at that time would materially and adversely affect the Company's own scheduled offering, provided, however, that if an offering of some but not all of the shares requested to be registered by the Holders and other holders of the Company's securities with piggyback rights would not adversely affect the Company's offering, the offering will include all securities offered by the Company and such number of securities with piggyback rights as is determined by such lead underwriter is the maximum number that can be included without adversely affecting the Company's offering, and the aggregate number of shares requested to be included in such offering by the Selling Holders and each other group of securityholders with piggyback rights shall be reduced pro rata based on the relative number of shares being proposed for inclusion by each; if the aggregate number of Eligible Securities to be included in such offering is reduced in accordance with the foregoing, the total number of shares requested to be including in such offering by each Selling Holder shall be reduced pro rata according to the total number of Eligible Securities requested by each Selling Holder to be registered under the Securities Act in connection with the registration of the Other Securities; and (3) the Company shall not be required to effect any registration of the Shares Eligible Securities under this Section 3 Article 4 incidental to the registration of any of its securities (i) on Form S-8 or any successor form to such Form or in connection with mergersany employee or director welfare, acquisitions, exchange offers, subscription offers, dividend reinvestment plans benefit or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sellcompensation plan, (ii) secondon Form S-4 or any successor form to such Form or in connection with an exchange offer, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested in connection with a rights offering exclusively to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of existing holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, (iv) in connection with an offering solely to employees of the Company shall include in such registration or its subsidiaries, or (iv) first, the securities requested relating to be included therein by the holders requesting such registration and the Shares requested a transaction pursuant to be included in such registration, pro rata among the holders of such securities on the basis Rule 145 of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registrationSecurities Act. No registration of the Shares Eligible Securities effected under this Section 3 Article 4 shall relieve the Company of its obligation (if any) to effect a registration registrations of Shares Eligible Securities pursuant to Section 2Article 3.

Notice and Registration. If the Company proposes to register any shares of its Common Stock or other securities issued by it having terms substantially similar to Eligible Securities (“Other Securities”) for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person), ) on a form and in a manner which would permit registration of the Shares Eligible Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the Holders of its intention to do so, which notice the Holders shall keep confidential, and upon the written request of any or all of the Holders a Holder delivered to the Company within 20 days fifteen (15) Business Days after the giving of any such notice (which request shall specify the Shares number of Eligible Securities intended to be disposed of by such HoldersHolder and the intended method of disposition thereof), the Company will use its best commercially reasonable efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Eligible Securities which the Company has been so requested to register by such Holders (which shall then become the Selling Holders), to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Eligible Securities so to be so registered; provided, however, except that: (a) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesthe Other Securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares Eligible Securities in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.36.5), without prejudice, however, to the rights (if any) of any Selling the Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2Article IV; (b) the Company will not be required to effect any registration pursuant to this Article V if the Company shall have been advised in writing (with a copy to the Selling Holders) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the public offering of securities by the Company that, in such firm’s opinion, such registration at that time would materially affect the Company’s own scheduled offering, except that, if an offering of some but not all of the shares requested to be registered by the Holders and other holders of the Company’s securities with piggyback rights would not materially affect the Company’s offering, the offering will include all securities offered by the Company and such number of securities with piggyback rights as is determined by such lead underwriter is the maximum number that can be included without materially affecting the Company’s offering, and the aggregate number of shares requested to be included in such offering by the Selling Holders and each other group of securityholders with piggyback rights shall be reduced pro rata based on the relative number of shares being proposed for inclusion by each; if the aggregate number of Eligible Securities to be included in such offering is reduced in accordance with the foregoing, the total number of shares requested to be including in such offering by each Selling Holder shall be reduced pro rata according to the total number of Eligible Securities requested by each Selling Holder to be registered under the Securities Act in connection with the registration of the Other Securities; and (c) the Company shall not be required to effect any registration of the Shares Eligible Securities under this Section 3 Article V incidental to the registration of any of its securities (i) on Form S-8 or any successor form to such Form or in connection with mergersany employee or director welfare, acquisitions, exchange offers, subscription offers, dividend reinvestment plans benefit or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sellcompensation plan, (ii) secondon Form S-4 or any successor form to such Form or in connection with an exchange offer, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested in connection with a rights offering exclusively to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf existing holders of holders shares of the Company's securities entitled ’s Class A or Class B common stock, (iv) in connection with an offering solely to demand registration thereof and the managing underwriters advise employees of the Company in writing that in their opinion or its affiliates, or (v) relating to a transaction pursuant to Rule 145 under the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registrationSecurities Act. No registration of the Shares Eligible Securities effected under this Section 3 Article V shall relieve the Company of its obligation (if any) to effect a registration registrations of Shares Eligible Securities pursuant to Section 2Article IV.

Notice and Registration. If the Company CorEnergy proposes to register any of its securities for public sale conduct a registered offering of, or if CorEnergy proposes to file a Registration Statement under the Securities 1933 Act with respect to the registration of, certain CorEnergy Public Shares (whether proposed such offered shares referred to be offered herein as “Other Securities”), for sale its own account or for the account of equity holders of CorEnergy (or by CorEnergy and by the Company or any other Person)equityholders of CorEnergy) (such registered offering, on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "“Piggyback Registration"”), it will give prompt written notice to the Holders of its intention to do so, which notice the Holders shall keep confidential in the manner prescribed for information delivered to Holders pursuant to Section 2.1(k) hereof, and upon the written request of any or all of the Holders delivered to the Company CorEnergy within 20 fifteen (15) business days after the giving of any such notice (which request shall specify the number and class of CorEnergy Public Shares intended to be disposed of by such Holders), Holders and the Company intended method of disposition thereof) CorEnergy will use its best all commercially reasonable efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the such CorEnergy Public Shares which the Company CorEnergy has been so requested to register by such Holders (which shall then become the Selling Holders), to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the CorEnergy Public Shares so to be so registered; provided, however, provided that: (a) ifIf, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company CorEnergy shall determine for any reason not to register such other securitiesthe Other Securities, the Company CorEnergy may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company CorEnergy shall be relieved of its obligation to register such CorEnergy Public Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3)Other Securities, without prejudice, however, to the rights (if any) of any Selling the Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2Article I; (b) CorEnergy will not be required to effect any registration pursuant to this Article III if CorEnergy shall have been advised in writing (with a copy to the Company Selling Holders, subject to the confidentiality requirement set forth above) by a nationally recognized independent investment banking firm selected by CorEnergy to act as lead underwriter in connection with the public offering of securities by CorEnergy that, in such firm’s opinion, such registration at that time would materially and adversely affect CorEnergy’s own scheduled offering, provided, however, that if an offering of some but not all of the shares requested to be registered by the Holders and other holders of CorEnergy’s securities with piggyback rights would not adversely affect CorEnergy’s offering, the offering will include all securities offered by CorEnergy and such number of securities with piggyback rights as is determined by such lead underwriter is the maximum number that can be included without adversely affecting CorEnergy’s offering, and the aggregate number of shares requested to be included in such offering by the Selling Holders and each other group of securityholders with piggyback rights shall be reduced pro rata based on the relative number of shares being proposed for inclusion by each; and (c) CorEnergy shall not be required to effect any registration of the CorEnergy Public Shares under this Section 3 Article III incidental to the registration of any of its securities (i) on Form S-8 or any successor form to such Form or in connection with mergersany employee or director welfare, acquisitions, exchange offers, subscription offers, dividend reinvestment plans benefit or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sellcompensation plan, (ii) secondon Form S-4 or any successor form to such Form or in connection with an exchange offer, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested in connection with a rights offering exclusively to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of existing holders of the Company's securities entitled stock, (iv) in connection with an offering solely to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number employees of securities requested CorEnergy or its subsidiaries, or (v) relating to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability a transaction pursuant to Rule 145 of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2Securities Act.

Notice and Registration. If the Company Aquila proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company Aquila or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company Aquila within 20 15 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company Aquila will use its best efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company Aquila has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company Aquila proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Aquila shall determine for any reason not to register such other securities, the Company Aquila may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company Aquila shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2Article II) that such registration be effected as a registration Demand Registration under Section 2Article II; (b) the Company Aquila shall not be required to effect any registration of the Shares under this Section 3 Article III incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans plans, or stock option or other employee benefit plans of the Company;Aquila; and (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company Aquila in writing that (in their opinion good faith opinion) the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration Aquila may exclude securities (i) first, the securities the Company proposes including up to sell, (ii) second, 50% of the Shares requested to be included in such registration by the Selling Holders) from the registration, and the number of securities that may be included in the registration shall be allocated, first to Aquila, and second, to each of the Selling Holders on a pro rata among the Holders of such Shares basis based on the basis total number of Shares then held by each Selling Holder; provided, however, that Aquila's right to exclude Shares of the Selling Holders from the registration as described above shall be restricted so that (i) the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in any such registration; and (d) if a Piggyback Registration registration is an underwritten secondary registration on behalf of holders not reduced below 50% of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the aggregate number of securities requested to be included in such registration exceeds the number Shares for which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, inclusion has been requested; and (ii) secondall securities that are not Shares and are held by any other Person, including, without limitation, any other securities requested to employee, officer or director of Aquila (or any Subsidiary of Aquila), shall first be included in excluded from such registrationregistration before any Shares of the Selling Holders are so excluded. No registration of the Shares effected Piggyback Registration under this Section 3 Article III shall relieve the Company Aquila of its obligation to effect a registration of Shares pursuant to Section 2Demand Registration under Article II.

Notice and Registration. If at any time after (i) with respect to the Company proposes Lock-up Securities, the date that is six months prior to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which would permit registration end of the Shares for sale applicable Lock-up Period or (ii) with respect to any Registrable Securities that are not Lock-up Securities, the public under date that is the Securities Act one (a "Piggyback Registration"), it will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all 1) year anniversary of the Holders delivered to the Company within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders)Closing Date, the Company will use its best efforts to effect, in connection with receives written notice from the registration of such other securities, Holder requesting that the Company effect the registration under the Securities Act of all Registrable Securities owned by the Holder, which notice will specify the intended method or methods of the Shares which disposition of such Registrable Securities (each such notice, a “Demand Registration Request”), the Company has been so requested will use commercially reasonable efforts to register by file (at the earliest practicable date and in any event within ninety (90) days of such Holders request) a registration statement on any applicable form that is then available to (which shall then become Selling Holders)and as determined by) the Company under the Securities Act, to the extent required to permit the registering such Registrable Securities for disposition (in accordance with the same intended method or methods of disposition as the Company proposes to use to dispose of the other securities) of the Shares to be so registeredstated in such Demand Registration Request; provided, however, that: that the anticipated aggregate offering price, net of Selling Expenses, of such Registrable Securities to be disposed of, together with any participation in such offering by the Company, any other Stockholders or otherwise, is at least $30 million in respect of the applicable Class of Registrable Securities. The Holder will have the right to make only one Demand Registration Request per class within any twelve- (a12-) ifmonth period; provided, at any time after giving however, that a Demand Registration Request will not be deemed to constitute a Demand Registration Request for purposes of the foregoing limitation if (i) such written notice of its intention Demand Registration Request has been withdrawn pursuant to register any of its other securities and prior to the effective date of Section 4.1(b) or (ii) the registration statement filed in connection with such registration, Demand Registration Request (x) does not become effective or (y) is not maintained effective for the period required hereunder. In no event will the Company shall determine for any reason not to register such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company shall not be required to effect any registration of the Shares under initiate more than five (5) registrations pursuant to this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 24.1(a).

Notice and Registration. If the Company proposes to register any of its securities the Common Stock ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company within 20 10 business days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), Holders and the intended method of disposition thereof) the Company will use its best efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares which the Company has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares so to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesthe Other Securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.13.01, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares shares in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.33.02), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2Article II; (b) the Company shall have the right to exclude all the Shares from registration, or limit the number of Shares to be registered, pursuant to this Article III if an underwriter of the registration shall advise the Company in writing (with a copy to the Selling Holders or, if prior to delivery of the Holders' written request described above in this Section 3.01, the Holders) that, in such underwriter's opinion, a registration of all Shares which the Company has been requested to register at that time would adversely affect the Company Offering; and (c) the Company shall not be required to effect any registration of the Shares under this Section 3 Article III incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registrationplans. No registration of the Shares effected affected under this Section 3 Article III shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2Article II.

Notice and Registration. If the Company proposes to register any shares of its securities Common Stock for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "an Eligible Piggyback Registration"), it will give prompt written notice to the Holders Stockholders of its intention to do so, and upon the written request of any or all of the Holders a Stockholder delivered to the Company within 20 days ten (10) Business Days after the giving of any such notice by the Company (which request shall specify the Shares number of Eligible Securities intended to be disposed of by such Holders), the Selling Stockholder and the intended method of disposition thereof) the Company will use its best all reasonable efforts to effect, in connection with the registration of its Common Stock in such other securitiesEligible Piggyback Registration, the registration under the Securities Act of all of the Shares Eligible Securities in which the Company has been so requested to register by such Holders (which shall then become the Selling Holders)Stockholders, to the extent required to permit the disposition public sale (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Eligible Securities so to be so registered; provided, however, provided that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registrationCommon Stock, the Company shall determine for any reason not to register the Common Stock or to terminate or withdraw such other securitiesregistration, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) Stockholders and thereupon the Company shall be relieved of its obligation to register (or continue the registration of) such Shares Eligible Securities in connection with the registration of such other securities Common Stock (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.32.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company will not be required to effect any registration pursuant to this Article 2 if the Company shall have been advised in writing by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the public offering of the Common Stock by the Company that, in such firm's opinion, a registration of shares of Common Stock of the Stockholders pursuant to this Article 2 at that time may materially and adversely affect the Company's own scheduled offering; (c) the Company shall not be required to effect any registration of the Shares Eligible Securities under this Section 3 Article 2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option options or other employee benefit plans of the Companyplans; (cd) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such not be required to effect any registration (i) first, of Eligible Securities under this Article 2 incidental to the securities the Company proposes to sell, (ii) second, the Shares requested filing of a registration statement for an offering to be included in such registration, pro rata among made on a delayed or continuous basis pursuant to Rule 415 under the Holders of such Shares on Securities Act or any similar rule that may be adopted by the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registrationSEC; and (de) if a Piggyback Registration is an underwritten secondary registration on behalf of holders in no event shall the Company be required to register Eligible Securities if, in the reasonable judgment of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such amount of Eligible Securities for which registration (i) first, has been requested does not justify the securities requested effort and/or expense to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2effecting such registration.

Notice and Registration. If the Company proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by its own account or for the Company or account of any other Person), or both) (the "Primary Securities") on a form and in a manner which would permit registration of the Shares Eligible Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the all Holders of its intention to do so. Such notice shall specify, at a minimum, the number and class of the Primary Securities so proposed to be registered, the proposed date of filing of such registration statement, and upon proposed means of distribution of such Primary Securities, any proposed managing underwriter or underwriters of such Primary Securities and a good faith estimate by the Company of the proposed maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. Upon the written request of any or all of the Holders Holder delivered to the Company within 20 days 5 Business Days after the giving of any such notice (which request shall specify the Shares number of Eligible Securities intended to be disposed of by such HoldersHolder and the intended method of disposition thereof), the Company will use its best reasonable efforts to effect, in connection with the registration of such other securitiesthe Primary Securities, the registration under the Securities Act of all of the Shares Eligible Securities which the Company has been so requested to register by such Holders Holder (which shall then become the "Selling HoldersStockholder"), to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Eligible Securities so to be so registered; provided, however, provided that: (a) if, at any time after giving such written notice of its intention to register any of its other securities Primary Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall be unable to or shall determine for any reason not to register such other securitiesPrimary Securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) such Holder and thereupon the Company shall be relieved of its obligation to register such Shares "Eligible Securities" in connection with the registration of such other securities Primary Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.33.2), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) In the event that any managing underwriter of the Primary Securities shall advise the Company, any holders for whose account any such Primary Securities are being registered (the "Requesting Stockholders"), the Selling Stockholders and any holders requesting to have Additional Registrable Securities included in such registration (the "Additional Stockholders") in writing that, in its opinion, the inclusion in the registration statement of all of the Primary Securities, Eligible Securities and Additional Registrable Securities sought to be registered by the respective holders thereof creates a substantial risk that the price per unit that the Company and such holders will derive from such registration will be materially and adversely affected or that the offering would otherwise be materially and adversely affected, then the Company will include in such registration statement such number of Primary Securities, Eligible Securities and Additional Registrable Securities as the Company, the Requesting Stockholders, the Selling Stockholders and the Additional Stockholders are so advised can be sold in such offering without such an effect (the "Maximum Number"), as follows and in the following order of priority: (i) first, the number of Primary Securities, if any, that the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined to include in such registration, (ii) second, if and to the extent that the number of Primary Securities sought to be registered under clause (i) is less than the Maximum Number, the number of Primary Securities sought to be registered by each Requesting Stockholder, if any, the number of Eligible Securities sought to be registered by each Selling Stockholder and the number of IDI Securities, if any, sought to be registered by each holder thereof, pro rata, if necessary, in proportion to the number sought to be registered by such Requesting Stockholder, a Selling Stockholder or holder of IDI Securities, as applicable, relative to the number sought to be registered by all Requesting Stockholders, Selling Stockholders and holders of IDI Securities and (iii) third, if and to the extent that the number of Primary Securities, Eligible Securities and IDI Securities sought to be registered under clauses (i) and (ii) is less than the Maximum Number, any Additional Registrable Securities sought to be registered by the Additional Stockholders, if any. (c) The Company shall not be required to effect any registration of the Shares Eligible Securities under this Section Article 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option options or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stockplans, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) The Company shall not be required to register any Eligible Securities if a Piggyback Registration is an underwritten secondary registration on behalf the intended method or methods of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market distribution for the Common Stock, the Company shall include Eligible Securities is from time to time in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2multiple transactions.

Notice and Registration. If the Company proposes to register any shares of its Common Stock or other securities issued by it having terms substantially similar to Eligible Securities ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person), ) on a form and in a manner which would permit registration of the Shares Eligible Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the Holders Investors of its intention to do so, and upon the written request of any or all of the Holders Investors delivered to the Company within 20 days fifteen (15) Business Days after the giving of any such notice (which request shall specify the Shares number of Eligible Securities intended to be disposed of by such Holders), Investors and the intended method of disposition thereof) the Company will use its best all reasonable efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Eligible Securities which the Company has been so requested to register by such Holders (which shall then become the Selling Holders)Investors, to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Eligible Securities so to be so registered; provided, however, provided that: (a) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesthe Other Securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) Investors and thereupon the Company shall be relieved of its obligation to register such Shares Eligible Securities in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.34.2), without prejudice, however, to the rights (if any) of any Selling Holders Investors immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2Article 3; (b) The Company will not be required to effect any registration pursuant to this Article 4 if the Company shall have been advised in writing (with a copy to the Selling Investors) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the public offering of securities by the Company that, in such firm's opinion, a registration at that time would materially and adversely affect the Company's own scheduled offering, provided, however, that if an offering of some but not all of the shares requested to be registered by Investor would not adversely affect the Company's offering, the aggregate number of shares requested to be included in such offering by the Selling Shareholders (other than the Incidental Persons, whose requests shall not be reduced under this proviso) shall be reduced pro rata according to the total number of shares of Common Stock owned by the Investor on the one hand and the Principal Third Parties taken as a whole on the other hand on the day the Company first delivered its notice to the Investors of its proposed offering; (c) The Company shall not be required to effect any registration of the Shares Eligible Securities under this Section 3 Article 4 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option options or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registrationplans. No registration of the Shares Eligible Securities effected under this Section 3 Article 4 shall relieve the Company of its obligation (if any) to effect a registration registrations of Shares Eligible Securities pursuant to Section 2Article 3.

Notice and Registration. (a) If the Company WPX proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company WPX or any other Person), on a form and in a manner which that would permit registration of the Shares for sale to the public under the Securities Act (a "“Piggyback Registration"”), it will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company WPX within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company WPX will use its best commercially reasonable efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company that WPX has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company WPX proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (ai) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company WPX shall determine for any reason not to register such other securities, the Company WPX may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' ’ written request described above in this Section 3.1, the Holders) and thereupon the Company WPX shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section Article 2) that such registration be effected as a registration under Section 2Article 2 or to include such Shares in any subsequent Piggyback Registration pursuant to this Article 3; (bii) the Company WPX shall not be required to effect any registration of the Shares under this Section Article 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company;WPX; and (ciii) if a Piggyback Registration is an underwritten primary registration on behalf of the Company WPX (whether or not selling security holders are included therein) and the managing underwriters advise the Company WPX in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for WPX Common Stock (the Common Stock“Piggyback Maximum Number”), the Company WPX shall include the following securities in such registration up to the Piggyback Maximum Number and in accordance with the following priorities: (i) first, the securities the Company WPX proposes to sell, (ii) second, up to the number of Shares requested to be included in such registration, pro rata among the Selling Holders of such Shares on the basis of the number of Shares owned by each such Selling Holder, and (iii) third, up to the number of any other securities requested to be included in such registration; and. (db) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section Article 3 shall relieve the Company WPX of its obligation to effect a registration of Shares pursuant to Section Article 2. (c) Any Selling Holder may withdraw any or all of its Shares from a Piggyback Registration at any time under any circumstances.

Notice and Registration. If the Company Holdings proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company Holdings or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), it will give prompt written notice to the Holders of its intention to do soso (provided that in no event shall such notice be given less than 20 days prior to the proposed date of filing the registration statement relating to such registrant), and upon the written request of any or all of the Holders delivered to the Company Holdings within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company Holdings will use its best efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company Holdings has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company Holdings proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Holdings shall determine for any reason not to register such other securities, the Company Holdings may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company Holdings shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company Holdings shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the CompanyHoldings; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company Holdings and the managing underwriters advise the Company Holdings in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company Holdings shall include in such registration (i) first, the securities the Company Holdings proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Holdings' securities entitled to demand registration thereof and the managing underwriters advise the Company Holdings in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company Holdings shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company Holdings of its obligation to effect a registration of Shares pursuant to Section 2.

Notice and Registration. If the The Company proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), it will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company will use its best efforts to effect, in connection with the qualify for registration of such other securities, the registration under the Securities Act of all of the Shares which on Form F-3. If the Company has been so requested to register by such shall receive a written request or requests from any Holder or Holders of at least thirty percent (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securities30%) of the Shares Registrable Securities then outstanding that the Company effect a registration on Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will promptly give written notice (“Form F-3 Request Notice”) of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities. As soon as practicable, the Company shall effect such registration and all such qualifications and compliances as may be so registeredrequested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within ten (10) Business Days after the Company provides the foregoing notice; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company shall not be required obligated to effect any registration such registration, qualification or compliance pursuant to this Section 2.2: (i) if Form F-3 is not available for such offering by the Holders; (ii) if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Shares Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such Form F-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form F-3 registration statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 3 incidental 2.2; provided that during such ninety (90) day period, the Company shall not file any registration statement pertaining to the registration public offering of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (ciii) if the Company has, within the six (6) month period preceding the date of such request, already effected a Piggyback Registration is registration under the Securities Act pursuant to Section 2.1, or in which the Holders had an underwritten primary opportunity to participate pursuant to the provisions of Section 2.3, other than a registration on behalf from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Company and Registrable Securities the managing underwriters advise Holders requested be included in such registration); or (iv) if the Company in writing that in their opinion aggregate market value of the number of securities Registrable Securities initially requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares not including any Registrable Securities subsequently requested to be included in such registrationresponse to the Form F-3 Request Notice), pro rata among calculated based upon the Holders of such Shares on the basis average closing price of the number of Shares owned by each such Holder, and Registrable Securities for the ten (iii10) third, any other securities requested consecutive trading days immediately prior to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders the date of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in Holders’ written request for such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested pursuant to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 22.2(a), is less than US$50,000,000.

Notice and Registration. If the Company proposes to register any of its voting securities ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person)Act, on a form and in a manner which would permit registration of the Shares Registrable Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the Holders each Holder of its intention to do so, and upon the written request of any or all of the Holders a Holder delivered to the Company within 20 days fifteen Business Days after the giving of any such notice (which request shall specify the Shares Registrable Securities intended to be disposed of by such Holders), Holder and the intended method of disposition thereof) the Company will use its best efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Registrable Securities which the Company has been so requested to register by such Holders (which shall then become Selling Holders)Holder, to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Registrable Securities so to be so registered; provided, however, provided that: (a) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not receives the written opinion of the managing underwriters of such offering or offerings that the aggregate amount of shares to be registered by the Holders of the Registrable Securities could materially and adversely affect such offering, then the Company may reduce the number of Registrable Securities of such Holders to be included in such offering; provided, that such Holders will be entitled to register the maximum number of Registrable Securities which the underwriters deem advisable in such other securities, written opinion (without regard to the limitations set forth in Section 7) and the Company may, at its election, give written notice will allocate the number of Registrable Shares to be registered for each such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above Holder on a pro rata basis in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection accordance with the registration number of such other securities (but not from its obligation shares each Holder initially requested to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2sold; (b) the Company shall not be required to effect any registration of the Shares Registrable Securities under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company;plans; and (c) if a Piggyback Registration is an underwritten primary Holders, cumulatively, shall have the right to exercise registration on behalf of rights pursuant to this Section 3 without limit during the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registrationterm hereof. No registration of the Shares Registrable Securities effected under this Section 3 shall relieve the Company of its obligation to effect a registration registrations of Shares Registrable Securities pursuant to Section 2.

Notice and Registration. If the Company proposes to register any of its securities the Common Stock ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company within 20 10 business days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), ) the Company will use its best efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares which the Company has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securitiesOther Securities) of the Shares so to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesthe Other Securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' , written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.33.2), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company will not be required to effect any registration pursuant to this Section 3 if the Company shall have been advised in writing (with a copy to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders)) by a recognized independent investment banking firm selected by the Company and reasonably acceptable to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) that, in such firm's opinion, a registration at that time would adversely affect the Company Offering; and (c) the Company shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2.

Notice and Registration. (a) If the Company Tronox proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company Tronox or any other Person), on a form and in a manner which that would permit registration of the Shares for sale to the public under the Securities Act (a "“Piggyback Registration"”), it will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company Tronox within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company Tronox will use its best commercially reasonable efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company that Tronox has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company Tronox proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (ai) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Tronox shall determine for any reason not to register such other securities, the Company Tronox may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' ’ written request described above in this Section 3.1, the Holders) and thereupon the Company Tronox shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 22 or to include such Shares in any subsequent Piggyback Registration pursuant to this Section 3; (bii) the Company Tronox shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company;Tronox; and (ciii) if a Piggyback Registration is an underwritten primary registration on behalf of the Company Tronox (whether or not selling security holders are included therein) and the managing underwriters advise the Company Tronox in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common StockStock (the “Piggyback Maximum Number”), the Company Tronox shall include the following securities in such registration up to the Piggyback Maximum Number and in accordance with the following priorities: (i) first, the securities the Company Tronox proposes to sell, (ii) second, up to the number of Shares requested to be included in such registration, pro rata among the Selling Holders of such Shares on the basis of the number of Shares owned by each such Selling Holder, and (iii) third, up to the number of any other securities requested to be included in such registration; and. (db) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company Tronox of its obligation to effect a registration of Shares pursuant to Section 2. (c) Any Selling Holder may withdraw any or all of its Shares from a Piggyback Registration at any time under any circumstances.

Notice and Registration. If the Company H&H proposes to register any of its voting securities ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person)Act, on a form and in a manner which would permit registration of the Shares Registrable Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the Holders NAR and IMR of its intention to do so, and upon the written request of any NAR or all IMR or upon the joint written request of NAR and IMR, as the Holders case may be, delivered to the Company H&H within 20 10 business days after the giving of any such notice (which request shall specify the Shares Registrable Securities intended to be disposed of by such Holders)NAR, IMR or both, as the Company case may be, and the intended method of disposition thereof) H&H will use its best efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Registrable Securities which the Company H&H has been so requested to register by such Holders (which shall then become Selling Holders)NAR and/or IMR, as the case may be, to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Registrable Securities so to be so registered; provided, however, provided that: (a) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company H&H shall determine for any reason not to register such other securitiesthe Other Securities, the Company H&H may, at its election, give written notice of such determination to the Selling Holders (orNAR and/or IMR, if prior to delivery of the Holders' written request described above in this Section 3.1as appropriate, the Holders) and thereupon the Company H&H shall be relieved of its obligation obligations to register such Shares Registrable Securities in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.33.2), without prejudice, however, to the rights (rights, if any) , of any Selling Holders NAR and/or IMR immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) H&H will not be required to effect any registration of Registrable Securities under this Section 3 if, and to the Company extent that, the underwriters (or any managing underwriter) shall advise H&H in writing that, in their reasonable opinion, inclusion of such number of shares of Registrable Securities will adversely affect the price or distribution of the securities to be offered solely for the account of H&H. Such advice shall include a statement as to the underwriters' (or any managing underwriter's) opinion as to the number of shares which may be included without adversely affecting the price or distribution of the securities solely for the account of H&H (such total number of shares which such advice states may be so included being the "Total Number of Includible Securities"). H&H shall promptly furnish NAR and/or IMR, as appropriate, with a copy of such written advice. In the event that the number of shares requested to be included by NAR and/or IMR together with the number of other shares requested to be included by any selling security holders requesting inclusion of such security holders' securities pursuant to registration rights granted by H&H exceeds the Total Number of Includible Securities, the aggregate number of shares of Registrable Securities held by NAR and/or IMR entitled to be included in the public sale shall be the product of (A) a fraction, the numerator of which is the total number of such shares of Registrable Securities held by NAR and/or IMR requested to be included in such public sale and the denominator of which is the total number of NAR's and/or IMR's shares of Registrable Securities requested to be included in such public sale plus the number of other shares requested to be included by other securityholders pursuant to registration rights granted by H&H and (B) the Total Number of Includible Securities. (c) H&H shall not be required to effect any registration of the Shares Registrable Securities under this Section section 3 incidental to the registration of any of at its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registrationplans. No registration of the Shares Registrable Securities effected under this Section 3 shall relieve the Company H&H of its obligation obligation, if any, to effect a affect the registration of Shares Registrable Securities pursuant to Section section 2.

Notice and Registration. If the Company proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), it will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company will use its best efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner within the price range of such offering without materially adversely affecting the marketability of the offering or the market for the Common Stockoffering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration, and in the case of (ii) and (iii), only to the extent the managing underwriters do not advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner within the price range of such offering; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof (other than a Demand Registration) and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner within the price range of such offering without materially adversely affecting the marketability of the offering or the market for the Common Stockoffering, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. , but only to the extent the managing underwriters do not advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner within the price range of such offering. (e) No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2.

Notice and Registration. If the Company proposes to register any ----------------------- of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), it will give prompt ---------------------- written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company will use its best efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2.

Notice and Registration. If the Company proposes to ----------------------- register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), it will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company will shall use its best reasonable efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a1) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) ), and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b2) the Company shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (c3) if a Piggyback Registration is an underwritten primary registration on behalf of the Company Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d4) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting demanding such registration and the Shares requested to be included in such registrationregistration by the Holders, pro rata among all of the holders of all such securities (and Shares) on the basis of the number of securities (and Shares) owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2.

Notice and Registration. If the Company proposes to register any of its equity securities for public sale under the issued by it other than Eligible Securities Act (“Other Securities”), whether proposed to be offered for sale by the Company or any other PersonPerson (other than registration statements on Form S-4 or Form S-8), on a form and in a manner which would permit registration of the Shares Eligible Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the all Holders of its intention to do so. Such notice shall specify, at a minimum, the number and upon class of Other Securities so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such Other Securities, any proposed managing underwriter or underwriters of such Other Securities and, if applicable, a good faith estimate by the Company of the proposed maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. Upon the written request of any or all of the Holders Holder delivered to the Company within 20 days seven (7) Business Days after the giving its receipt of any such notice (which request shall specify the Shares number of Eligible Securities intended to be disposed of by such Holders), Holder and the intended method of disposition thereof) the Company will use its best reasonable efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Eligible Securities which the Company has been so requested pursuant to this Section 4.1 to register by such Holders any Holder thereof (which shall then become each, a “Selling HoldersStockholder”), to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Eligible Securities so to be so registered; provided, however, provided that: (a) ifIf, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall be unable to or shall determine for any reason not to register such other securities, Other Securities the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) such Holder and thereupon the Company shall be relieved of its obligation to register such Shares Eligible Securities as requested to be registered by such Holder pursuant to this Section 4.1 in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.34.2 hereof), without prejudice, however, to the rights (if any) of any Selling Holders such Holder immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2Article III; (b) In the event that the Company shall not be required proposes to effect register Other Securities for purposes of a primary offering, and any managing underwriter advises the Company and the Selling Stockholders in writing that, in its opinion, the inclusion in the registration statement of some or all of the Shares under this Section 3 incidental Eligible Securities sought to be registered by such Selling Stockholders creates a substantial risk that the price per unit the Company will derive from such registration will be materially and adversely affected or that the primary offering would otherwise be materially and adversely affected, then the Company will include in such registration statement such number of Eligible Securities or Other Securities as the Company and such Selling Stockholders are so advised can reasonably be sold in such offering, or can be sold without such an effect (the “Primary Maximum Number”), as follows and in the following order of priority: (i) first, such number of Other Securities in the primary offering as the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined and (ii) second, if and to the registration extent that the number of any of its securities in connection with mergersOther Securities to be registered under clause (i) is less than the Primary Maximum Number, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans the Eligible Securities of the Company;Selling Stockholders, pro rata in proportion to the number sought to be registered by each Selling Stockholder relative to the number sought to be registered by all the Selling Stockholders and (iii) third, if and to the extent that the number of Eligible Securities or Other Securities to be registered under clauses (i) and (ii) is less than the Primary Maximum Number, the Other Securities sought to be registered by any other Person, pro rata in proportion to the number sought to be registered by each other Person relative to the number sought to be registered by all such Persons or on such other basis of allocation as the holders of such Other Securities shall agree; and (c) if In the event that the Company proposes to register Other Securities for purposes of a Piggyback Registration is an underwritten primary secondary offering, upon the request or for the account of any holder thereof (each, a “Requesting Stockholder”), and any managing underwriter advises the Requesting Stockholders and the Selling Stockholders in writing that, in its opinion, the inclusion in the registration on behalf statement of some or all of the Company Other Securities sought to be registered by the Requesting Stockholders or some or all of the Eligible Securities sought to be registered by the Selling Stockholders creates a substantial risk that the price per unit that such Requesting Stockholders and such Selling Stockholders will derive from such registration will be materially and adversely affected or that the managing underwriters advise secondary offering would otherwise be materially and adversely affected, the Company in writing that in their opinion the number of securities requested to be included will include in such registration exceeds statement such number of Other Securities or Eligible Securities as the number which Requesting Stockholders and the Selling Stockholders are so advised can reasonably be sold in such offering offering, or can be sold without materially adversely affecting such an effect (the marketability “Secondary Maximum Number”), as follows and in the following order of the offering or the market for the Common Stock, the Company shall include in such registration priority: (i) first, the securities number of Other Securities sought to be registered by the Company proposes to sell, Requesting Stockholders and (ii) second, if and to the Shares requested extent that the number of Eligible Securities to be included in such registrationregistered under clause (i) is less than the Secondary Maximum Number, Eligible Securities of the Selling Stockholders, pro rata among the Holders of such Shares on the basis of in proportion to the number of Shares owned sought to be registered by each such Holder, Selling Stockholder relative to the number sought to be registered by all the Selling Stockholders and (iii) third, any other securities requested if and to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing extent that in their opinion the number of securities requested Eligible Securities or Other Securities to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration registered under clauses (i) firstand (ii) is less than the Secondary Maximum Number, the securities requested Other Securities sought to be included therein registered by the holders requesting such registration and the Shares requested to be included in such registrationany other Person, pro rata among in proportion to the number sought to be registered by each other Person relative to the number sought to be registered by all such Persons or on such other basis of allocation as the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registrationOther Securities shall agree. No registration of the Shares Eligible Securities effected under this Section 3 Article IV shall relieve the Company of its obligation (if any) to effect a registration registrations of Shares Eligible Securities pursuant to Section 2Article III.

Notice and Registration. If the Company proposes to register any shares of its Common Stock or other securities issued by it having terms substantially similar to Eligible Securities ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by by, and for the benefit of, the Company or any other Person), on a form and in a manner which would permit registration of the Shares Eligible Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to Investor (whether or not the Holders direct holder of Eligible Securities) of its intention to do so, and upon the written request of any or all of Investor (the Holders "Investor Notice") delivered to the Company within 20 days fifteen (15) Business Days after the giving of any such notice (which request shall specify the Shares number of Eligible Securities intended to be disposed of by such Holders), Investor and the intended method of disposition thereof) the Company will use its best all reasonable efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Eligible Securities which the Company has been so requested to register by such Holders (which shall then become Selling Holders)Investor, to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Eligible securities so to be so registered; provided, however, provided that: (a) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the of effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesthe Other Securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) Investor and thereupon the Company shall be relieved of its obligation to register such Shares Eligible Securities in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.33.2), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) The Company will not be required to effect any registration pursuant to this Article 3 if the Company shall have been advised in writing (with a copy to Investor) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the public offering of securities by the Company, that in such firm's opinion, a registration of the number of Eligible Securities which the Company has been requested to register by Investor and any existing or future holder of incidental registration rights (collectively, the "Selling Shareholders") at that time would adversely affect the Company's own scheduled offering or the market price of the Common Stock (a "Full Cutback"), provided, however, that if registration of some but not all of the shares requested to be registered by Investor and any other Selling Shareholder would not adversely affect the Company's offering or the market price of the Common Stock, the aggregate number of shares of all of the Selling Shareholders that may be included in such registration shall be allocated first, to the Selling Shareholders who presently have demand registration rights with the Company and their permitted transferees in accordance with their respective registration rights agreements and second, if applicable, to the other Selling Shareholders pro rata according to the total number of shares for which registration was initially requested by such Selling Shareholders (a "Pro Rata Cutback"); (c) The Company shall not be required to effect any registration of the Shares Eligible Securities under this Section Article 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option options or other employee benefit plans plans; and (d) Investor shall have the right to request registration of Eligible Securities pursuant to this Article 3 no more than a total of two times during the life of this Agreement. No registration request by Investor shall be deemed a request for purposes of this Section 3.1(d) unless all of the Company; (c) if a Piggyback Registration is Eligible Securities requested to be registered by Investor as specified in an underwritten primary registration on behalf of the Company and the managing underwriters advise Investor Notice are so registered by the Company in writing that in their opinion accordance with the number provisions of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2Agreement.

Notice and Registration. If the Company proposes to register any of its Shares, any equity securities exercisable for, convertible into or exchangeable for Shares, or other securities issued by it having terms substantially similar to Eligible Securities ("OTHER SECURITIES") for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which would permit registration of the Shares Eligible Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the Holders each Holder of its intention to do so, and upon the written request of any or all of the Holders Holder delivered to the Company within 20 days 15 Business Days after the giving of any such notice (which request shall specify the Shares number of Eligible Securities intended to be disposed of by such HoldersHolder and the intended method of disposition thereof), the Company will use its best commercially reasonable efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Eligible Securities which the Company has been so requested to register by such Holders (which shall then become the Selling Holders)Investors, to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Eligible Securities so to be so registered; , provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesthe Other Securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) Investors and thereupon the Company shall be relieved of its obligation to register such Shares Eligible Securities in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.33.2), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) The Company will not be required to effect any registration pursuant to this Article 3 if the Company shall have been advised in writing (with a copy to the Selling Investors) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the public offering of securities by the Company that, in such firm's opinion, a registration of Eligible Securities requested to be registered at that time would materially and adversely affect the Company's own scheduled offering of Other Securities; provided, that if an offering of some but not all of the Eligible Securities requested to be registered by the Selling Investors would not materially adversely affect the Company's offering of Other Securities, the Company shall register the Maximum Excess Amount (as defined below), and such Maximum Excess Amount shall be allocated pro rata among all Selling Investors based upon the number of shares for which registration was requested by each. For purposes of this paragraph, the "MAXIMUM EXCESS AMOUNT" shall mean the largest number of Eligible Securities (if any) that, in the opinion of the nationally recognized independent investment banking firm selected by the Company, could be offered to the public without materially adversely affecting the offering and sale of Other Securities as then contemplated by the Company; 304 (c) The Company shall not be required to effect any registration of the Shares Eligible Securities under this Section Article 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option options or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registrationplans; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2.

Notice and Registration. If the Company proposes to register any of its securities Voting Equity Securities (as defined in Section 7 hereof) ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other PersonPerson ("Intended Seller")), on a form and in a manner which would permit registration of the Shares Registrable Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it the Company will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders a Holder delivered to the Company within 20 10 business days after the giving of any such notice (which request shall specify the Shares amount of Registrable Securities intended to be disposed of by such HoldersHolder and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Registrable Securities which the Company has been so requested to register by each such Holders (which shall then become Selling Holders)Holder, to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Registrable Securities so to be so registered; provided, however, provided that: (ai) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securities, the Other Securities the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above each Holder requesting inclusion in this Section 3.1, the Holders) such registration and thereupon the Company shall be relieved of its obligation to register such Shares Registrable Securities in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.32.2 hereof), without prejudice, however, to the rights (if any) of any Selling one or more Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 21 hereof; (bii) the Company shall not be required to effect any registration of the Shares Registrable Securities under this Section 3 2 incidental to the registration of any of its securities solely in connection with mergers, acquisitions, exchange offers, recapitalizations, reclassifications, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans or pursuant to the shelf registration rights of Zurich (except to the Company;extent expressly contemplated by the Zurich Registration Rights Agreement); and (ciii) if a Piggyback Registration is an in the event that one or more Holders requests the registration of Registrable Securities in connection with any underwritten primary registration on behalf of Other Securities and the managing underwriter of such registration informs such Holders and any other holder of securities of the Company requesting registration in connection with such registration of Other Securities in writing of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the managing underwriters advise approximate number of such Registrable Securities which may be distributed without such effect), then the Company in writing that in their opinion shall so advise all holders of securities requesting registration, and the number of shares of securities requested that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers, directors and Other Stockholders of the Company (other than securities held by Existing Holders or holders who by contractual right demanded such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting by each of the Holders, Existing Holders which are not Demanding Holders with respect to such registration and Demanding Holders with respect to such registration which are not Existing Holders shall be reduced, on a pro rata basis (based on the number of shares held by such holder), by such minimum number of shares as is necessary to comply with such limitation; provided, however, that in the event that an Existing Holder is a Demanding Holder with respect to such registration, the number of shares of Registrable Securities proposed to be included in any such registration by each Holder shall be reduced on a pro rata basis (based on the number of shares held by such holder) prior to any reduction in the number of shares to be included in such registration exceeds the number which can be sold in by such offering without materially adversely affecting the marketability of the offering Demanding Holder. Any Registrable Securities or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to excluded or withdrawn from such underwriting shall be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in withdrawn from such registration. No registration of the Shares Registrable Securities effected under this Section 3 2 shall relieve the Company of its obligation to effect a registration of Shares Registrable Securities pursuant to Section 21.

Notice and Registration. If the Company proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "“Piggyback Registration"”), it will give prompt written notice to the Holders of its intention to do so, and upon the written request (the “Piggyback Request”) of any or all of the Holders delivered to the Company within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company will use its reasonable best efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' ’ written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, corporate reorganizations, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, Holder and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's ’s securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, holder and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2.

Notice and Registration. If the Company proposes to register any of its voting securities ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person)Act, on a form and in a manner which would permit registration of the Shares Registrable Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the Holders Holder of its intention to do so, and upon the written request of any or all of the Holders Holder, delivered to the Company within 20 10 business days after the giving of any such notice (which request shall specify the Shares Registrable Securities intended to be disposed of by such Holdersthe Holder, and the intended method of disposition thereof), the Company will use its best efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Registrable Securities which the Company has been so requested to register by such Holders (which shall then become Selling Holders)the Holder, to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Registrable Securities so to be so registered; provided, however, provided that: (a) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesthe Other Securities, the Company may, at its election, give written notice of such determination to the Selling Holders (orHolder, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation obligations to register such Shares Registrable Securities in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.33.2), without prejudice, however, to the rights (rights, if any) , of any Selling Holders the Holder immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company shall will not be required to effect any registration of the Shares Registrable Securities under this Section 3 incidental if, and to the registration of extent that, the underwriters (or any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (cmanaging underwriter) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters shall advise the Company in writing that that, in their opinion the reasonable opinion, inclusion of such number of shares of Registrable Securities will adversely affect the price or distribution of the securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market offered solely for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2.the

Notice and Registration. If the Company proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), person) any of its equity securities (the "Other Securities") on a form and in a manner which would permit registration of the Shares Registrable Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it the Company will give prompt written notice to the Holders Investors of its intention to do so, and upon the written request of any or all of the Holders Investors, delivered to the Company for and on behalf of the Investors only by the Investors' Agent, within 20 days Business Days (as defined below) after the giving of any such notice (which request shall specify the Shares Registrable Securities intended to be disposed of by such Holdersthe Investors and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Registrable Securities which the Company has been so requested to register by such Holders (which shall then become Selling Holders)the Investors, to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Registrable Securities so to be so registered; provided, however, provided that: : (a) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesthe Other Securities, the Company may, at its election, give written notice of such determination to the Selling Holders (orInvestors, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares Registrable Securities in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.33.2 hereof), without prejudice, however, to the rights (if any) of any Selling Holders the Investors immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; 2 hereof; (b) the Company will not be required to effect any registration of Registrable Securities pursuant to this Section 3 if no securities of any other selling stockholder are to be included in such registration and the Company shall have been advised in writing (with a copy to the Investors) by a recognized independent investment banking firm selected by the Company and reasonably acceptable to the Investors that, in such firm's opinion, a registration at that time of any of the Registrable Securities proposed to be offered would adversely affect in a significant manner the proposed Company Offering; (c) if the Company shall have been advised in writing (with a copy to the Investors) by the managing underwriter of the offering of the Other Securities that the number of securities (treating the Warrants and other options, warrants or rights, as well as convertible and exchangeable securities, for these purposes, on an as-exercised, as-converted or as- exchanged basis) offered by the Investors and other selling stockholders, if any, in a registration under this Section 3 is greater than the number of securities which can be offered without adversely affecting the offering, (i) the Company may reduce pro rata the number of securities (including without limitation Registrable Securities) offered for the account of selling stockholders to a number deemed satisfactory by the managing underwriter and (ii) in the event that the Company so reduces the number of securities offered for the account of selling stockholders, the Investors agree to reduce pro rata the number of Registrable Securities offered for their account accordingly; (d) the Company may, in its sole discretion, delay any offering of Other Securities for which a registration is effected under this Section 3 by giving written notice of the delay to the Investors; provided, however, that if (i) the registration statement with respect to the offering is not yet effective and the delay extends for more than 30 days from the date of the written notice of delay under this Section 3.1(d) or (ii) the registration statement with respect to the offering has been declared effective by the SEC and the closing of the offering is delayed for at least 12 hours, the Investors may withdraw their Registrable Securities from the offering, and thereupon the Company shall be relieved of its obligation to register such Registrable Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.2 hereof), without prejudice, however, to the rights (if any) of the Investors immediately to request that such registration be effected as a registration under Section 2 hereof; (e) the Company shall not be required to register any Registrable Securities under this Section 3 unless the approximate proposed aggregate offering price of the Registrable Securities to be registered shall be at least (i) $1,500,000 in the event that the Investors are the only selling stockholders for whom or which securities are being registered or (ii) $100,000 in the event that the Investors are not the only selling stockholders for whom or which securities are being registered; and (f) the Company shall not be required to effect any registration of the Shares Registrable Securities under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2plans.

Notice and Registration. If the Company Txx Hortons proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company Txx Hortons or any other Person), on a form and in a manner which that would permit registration of the Shares for sale to the public under the Securities Act (a "“Piggyback Registration"”), it Txx Hortons will give prompt 10 days written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company Txx Hortons within 20 days after the giving of any such notice (which such request shall specify the number of Shares intended to be disposed of by such Holders), the Company Txx Hortons will use its best efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company Txx Hortons has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company Txx Hortons proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Txx Hortons shall determine for any reason not to register such other securities, the Company Txx Hortons may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' ’ written request described above in this Section 3.14.01, the Holders) ), and thereupon the Company Txx Hortons shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.34.03), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2Article III) that such registration be effected as a registration Demand Registration under Section 2Article III or to include such Shares in any subsequent Piggyback Registration pursuant to this Article IV; (b) the Company Txx Hortons shall not be required to effect any registration of the Shares under this Section 3 Article IV incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company;Txx Hortons; and (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company Txx Hortons (whether or not selling security holders are included therein) and the managing underwriters advise the Company Txx Hortons in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common StockMaximum Number, the Company Txx Hortons shall include the following securities in such registration up to the Maximum Number and in accordance with the following priorities: (i) first, the securities the Company Txx Hortons proposes to sell, sell for its own account; (ii) second, up to the number of Shares requested to be included in such registration, pro rata among the Selling Holders of such Shares on the basis of the number of Shares owned by each such Selling Holder, ; and (iii) third, up to the number of any other securities requested to be included in such registration; and. (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 Article IV shall relieve the Company Txx Hortons of its obligation to effect a registration of Shares pursuant to Section 2Article III. (e) Any Selling Holder may withdraw any or all of its Shares from a Piggyback Registration at any time under any circumstances.

Notice and Registration. If the Company Propel proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company Propel or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback RegistrationPIGGYBACK REGISTRATION"), it will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company Propel within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company Propel will use its best efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company Propel has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company Propel proposes to use to dispose of the other securities) of the Shares to be so registered; providedPROVIDED, howeverHOWEVER, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Propel shall determine for any reason not to register such other securities, the Company Propel may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section SECTION 3.1, the Holders) and thereupon the Company Propel shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section SECTION 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section SECTION 2) that such registration be effected as a registration under Section 2SECTION 2 or to include such Shares in any subsequent Piggyback Registration pursuant to this SECTION 3; (b) the Company Propel shall not be required to effect any registration of the Shares under this Section SECTION 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the CompanyPropel; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company Propel and the managing underwriters advise the Company Propel in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company Propel shall include in such registration (i) first, the securities the Company Propel proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Selling Holders of such Shares on the basis of the number of Shares owned by each such Selling Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyPropel's securities entitled to demand registration thereof and the managing underwriters advise the Company Propel in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company Propel shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, the Shares requested to be included in such registration, pro rata among the Selling Holders of such Shares on the basis of the number of Shares held by such Selling Holders, and (iii) third, any other securities requested to be included in such registration, including any securities Propel proposes to sell. No registration of the Shares effected under this Section SECTION 3 shall relieve the Company Propel of its obligation to effect a registration of Shares pursuant to Section SECTION 2.

Notice and Registration. If the Company at any time proposes to register any of its equity securities for public sale under the Securities Act (other than by a registration on Form S-4, Xxxx X-0 xx any successor or similar form, or in connection with a tender offer, merger, or other acquisition, and other than pursuant to Section 3.1), whether proposed to be offered or not for sale by for its own account (the Company or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback RegistrationOther Securities"), it will each such time give prompt written notice to the Holders holders of Eligible Securities of its intention to do so, so and upon of the Attaxx Xxxup's rights under this Article 4. 1. Upon the written request of any or all holder of the Holders delivered to the Company Eligible Securities made within 20 30 days after the giving date of any such notice (which request shall specify the Shares intended to be disposed of by such Holders)given in accordance with Article 5 hereof, the Company will use its best efforts to effect, in connection with the registration of such other securities, effect the registration under the Securities Act of all of the Shares Eligible Securities which the Company has been so requested to register by such Holders (which shall then become Selling Holders)a holder thereof, to the extent required requisite to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securities) of the Shares Eligible Securities so to be so registered; provided, however, that: (a) provided that if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesor to delay registration of the Other Securities, the Company may, at its election, give written notice of such determination to holders of Eligible Securities and, thereupon, (i) in the Selling Holders (orcase of a determination not to register, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares any Eligible Securities in connection with the such registration of such other securities (but not from its obligation to pay the Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3therewith), without prejudice, however, to the rights (if any) of any Selling Holders immediately holders of Eligible Securities to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holderArticle 3, and (ii) secondin the case of a determination to delay registering, shall be permitted to delay registering any other securities requested to be included Eligible Securities for the same period as the delay in registering such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2Other Securities.

Notice and Registration. If the Company proposes to register any of its securities Voting Securities ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person)Act, on a form and in a manner which would permit registration of the Shares Registrable Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the Holders United Parties of its intention to do so, and upon the written request of any or all of the Holders United Parties delivered to the Company within 20 days 15 Business Days after the giving of any such notice (which request shall specify the Shares Registrable Securities intended to be disposed of by such Holdersthe United Parties and the intended method of disposition thereof), subject to the Company's right of first refusal under Section 7.2 of the Investment Agreement, the Company will use its best efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Registrable Securities which the Company has been so requested to register by such Holders (which shall then become Selling Holders)the United Parties, to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Registrable Securities so to be so registered; provided, however, provided that: (a) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesthe Other Securities, the Company may, at its election, shall give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) United Parties and thereupon the Company shall be relieved of its obligation to register such Shares Registrable Securities in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.33.2, which for purposes of this paragraph 3.1 (a) shall include its pro rata share of the first $100,000 of the Shared Expenses), without prejudice, however, to the rights (if any) of any Selling Holders the United Parties immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company will not be required to effect any registration of Registrable Securities under this Section 3 if, in the reasonable judgment of the Company, inclusion of any Registrable Securities in the Company's registration statement at that time would adversely affect the Company's own financing; and (c) the Company shall not be required to effect any registration of the Shares Registrable Securities under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; andplans. (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled subject to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common StockSection 2.1(d), the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No no registration of the Shares Registrable Securities effected under this Section 3 2 shall relieve the Company of its obligation to effect a registration registrations of Shares Registrable Securities pursuant to Section 2.

Notice and Registration. If the Company proposes to register shall receive from any Holder or Holders of its securities for public sale under the a majority of all Registrable Securities Act (whether proposed to be offered for sale by then outstanding a written request or requests that the Company effect a registration on Form F-3 (or any other Person), on a form and an equivalent registration in a manner which would permit registration jurisdiction outside of the Shares for sale United States) and any related qualification or compliance with respect to all or a part of the public under Registrable Securities owned by such Holder or Holders, then the Securities Act (a "Piggyback Registration"), it Company will promptly give prompt written notice of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to the all other Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders)Registrable Securities. As soon as practicable, the Company will use effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fourteen (14) Business Days after the Company provides the foregoing notice; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.2: (i) if Form F-3 is not available for such offering by the Holders; (ii) if the Holders propose to sell Registrable Securities at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than US$1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the chief executive officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its best efforts shareholders for such Form F-3 registration to effectbe effected at such time, in connection with which event the Company shall have the right to defer the filing of the Form F-3 registration statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.2; or (iv) if the Company has, within the six (6) month period preceding the date of such other securitiesrequest, the already effected a registration under the Securities Act other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Shares which Registrable Securities the Company has been so Holders requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to the provisions of Section 22.3.

Notice and Registration. If the Company proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), it will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company will use its best efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2.the

Notice and Registration. If the Company proposes to register any of its Common Shares, any equity securities exercisable for, convertible into or exchangeable for Common Shares, or other securities issued by it having terms substantially similar to Eligible Securities ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person), ) on a form and in a manner which would permit registration of the Shares Eligible Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the Holders Investors of its intention to do so, and upon the written request of any or all of the Holders Investor delivered to the Company within 20 days fifteen (15) Business Days after the giving of any such notice (which request shall specify the Shares number of Eligible Securities intended to be disposed of by such Holdersthe Investor and the intended method of disposition thereof), the Company will use its commercially reasonable best efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Eligible Securities which the Company has been so requested to register by such Holders (which shall then become the Selling HoldersInvestor(s), to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Eligible Securities so to be so registered; provided, however, provided that: (a) a. if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesthe Other Securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) Investors and thereupon the Company shall be relieved of its obligation to register such Shares Eligible Securities in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.34.2 hereof), without prejudice, however, to the rights (if any) of any the Selling Holders Investors immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2Article III hereof; (b) the b. The Company shall not be required to effect any registration of the Shares Eligible Securities under this Section 3 Article IV incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option share options or other employee benefit plans of the Company;plans. (cc. Notwithstanding any request under Section 4.1(a) if hereof, a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company Selling Investor may elect in writing that prior to the effective date of a registration under this Article IV, not to register its Eligible Securities in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in connection with such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and. (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. d. No registration of the Shares Eligible Securities effected under this Section 3 Article IV shall relieve the Company of its obligation (if any) to effect registration of Eligible Securities pursuant to Article II or III hereof. e. None of the Company, the Partnership or GMH GP shall enter into any agreement that limits the ability of Investors to include Eligible Securities in any registration statement to be filed by the Company. f. The Company will not be required to effect any registration pursuant to this Section 4.1 if the Company shall have been advised in writing (with a copy to the Selling Investors) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the pubic offering of securities by the Company that, in such firm's opinion, a registration of Shares pursuant Eligible Securities requested to Section 2be registered at that time would materially and adversely affect the Company's own scheduled offering of securities; provided, however, that if an offering of some but not all of the Eligible Securities requested to be registered by the Investor(s) would not materially adversely affect the Company's offering of securities, the aggregate number of Eligible Securities requested to be included in such offering by the Investors shall be reduced pro rata according to the total number of Eligible Securities requested to be registered by such Persons.

Notice and Registration. If the Company proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), it will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company will use its best efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2.

Notice and Registration. If the Company proposes proposes, for its own account or for the account of others, to register any of its voting securities ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person)Act, on a form and in a manner which would permit registration of the Shares Registrable Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the Holders each Holder of its intention to do so, and upon the written request of any or all of the Holders Holder, delivered to the Company within 20 15 business days after the giving of any such notice (which request shall specify the Shares Registrable Securities intended to be disposed of by such Holderseach Holder, and the intended method of disposition thereof), the Company will use its best efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Registrable Securities which the Company has been so requested to register by such Holders (which shall then become Selling Holders)each Holder, to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Registrable Securities so to be so registered; provided, however, provided that: (a) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesthe Other Securities, the Company may, at its election, give written notice of such determination to the Selling Holders (oreach Holder, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation obligations to register such Shares Registrable Securities in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.33.2), without prejudice, however, to the rights (rights, if any) , of any Selling the Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company shall will not be required to effect any registration of the Shares Registrable Securities under this Section 3 incidental if, and to the registration of extent that, the underwriters (or any of its securities managing underwriter) or the placement agent in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans a private placement of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters 's securities, shall advise the Company in writing that that, in their opinion the reasonable opinion, inclusion of such number of shares of Registrable Securities will adversely affect the price or distribution of the securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes offered pursuant to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 Such advice shall relieve the Company of its obligation include a statement as to effect a registration of Shares pursuant to Section 2.such

Notice and Registration. If the Company General Partner proposes to file a registration statement with the SEC to register any of its securities Class A Common Shares for public sale for cash under the Securities Act (whether proposed to be offered for sale by the Company General Partner or by any other Person), ) by the filing of a registration statement with the SEC on a form and in a manner which that would permit registration of the Shares Eligible Securities for sale to the public under the Securities Act (a "Piggyback RegistrationOther Securities"), it will give prompt written notice to the Holders Limited Partner of its intention to do so, and upon the written request of any or all of the Holders Limited Partner delivered to the Company General Partner within 20 days fifteen (15) Business Days after the giving of any such notice (which request shall specify the Shares number of Eligible Securities intended to be disposed of by such Holdersthe Limited Partner and the intended method of disposition thereof), the Company General Partner will use its best all reasonable efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Eligible Securities which the Company General Partner has been so requested to register by such Holders (which shall then become Selling Holders)the Limited Partner, to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Eligible Securities so to be so registered; provided, however, PROVIDED that: (a) if, at any time after giving such written notice of its intention to register any of its other securities file a registration statement pursuant to Section 3.1 and prior to the effective date of the such registration statement filed in connection with such registration, the Company General Partner shall determine for any reason not to register such other securitiesthe Other Securities it had proposed to register, the Company General Partner may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) Limited Partner and thereupon the Company General Partner shall be relieved of its obligation to register such Shares in connection with the registration of such other securities Eligible Securities pursuant to this Section 3.1 (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in IN Section 3.33.2), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) The General Partner will not be required to effect any registration pursuant to this Article III if the Company General Partner shall have been advised in writing (with a copy to the Limited Partner requesting registration) by a nationally recognized independent investment banking firm selected by the General Partner to act as lead underwriter in connection with the public offering of Other Securities that, in such firm's opinion, inclusion of the Limited Partner's Class A Common Shares would materially and adversely affect the offering of the Other Securities; PROVIDED, HOWEVER, that if an offering of some but not all of the shares requested to be registered by the Limited Partner would not adversely affect the offering of the Other Securities, the number of shares requested to be included in such offering by the Limited Partner shall be reduced to the maximum number that would not adversely affect the offering of the Other Securities; and (c) The General Partner shall not be required to effect any registration of the Shares Eligible Securities under this Section 3 Article III incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans plans, or stock option options or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2plans.

Notice and Registration. If the Company proposes to register any shares of its Common Stock or other securities issued by it having terms substantially similar to Eligible Securities ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which would permit registration of the Shares Eligible Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the Holders of its intention to do so, which notice the Holders shall keep confidential, and upon the written request of any or all of the Holders a Holder delivered to the Company within 20 days fifteen (15) Business Days after the giving of any such notice (which request shall specify the Shares number of Eligible Securities intended to be disposed of by such Holders), Holder and the intended method of disposition thereof) the Company will use its best all commercially reasonable efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Eligible Securities which the Company has been so requested to register by such Holders (which shall then become the Selling Holders), to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Eligible Securities so to be so registered; provided, however, provided that: (a) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesthe Other Securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares Eligible Securities in connection with the registration of such other securities Other Securities (but not from its obligation to pay the Registration Expenses to the extent incurred in connection therewith as provided in Section 3.34.2), without prejudice, however, to the rights (if any) of any Selling the Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2Article 3; (b) the Company will not be required to effect any registration pursuant to this Article 4 if the Company shall have been advised in writing (with a copy to the Selling Holders) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the public offering of securities by the Company that, in such firm's opinion, such registration at that time would materially and adversely affect the Company's own scheduled offering, provided, however, that if an offering of some but not all of the shares requested to be registered by the Holders and other holders of the Company's securities with piggyback rights would not adversely affect the Company's offering, the offering will include all securities offered by the Company and such number of securities with piggyback rights as is determined by such lead underwriter is the maximum number that can be included without adversely affecting the Company's offering, and the aggregate number of shares requested to be included in such offering by the Selling Holders and each other group of securityholders with piggyback rights shall be reduced pro rata based on the relative number of shares being proposed for inclusion by each; if the aggregate number of Eligible Securities to be included in such offering is reduced in accordance with the foregoing, the total number of shares requested to be including in such offering by each Selling Holder shall be reduced pro rata according to the total number of Eligible Securities requested by each Selling Holder to be registered under the Securities Act in connection with the registration of the Other Securities; and (c) the Company shall not be required to effect any registration of the Shares Eligible Securities under this Section 3 Article 4 incidental to the registration of any of its securities (i) on Form S-8 or any successor form to such Form or in connection with mergersany employee or director welfare, acquisitions, exchange offers, subscription offers, dividend reinvestment plans benefit or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sellcompensation plan, (ii) secondon Form S-4 or any successor form to such Form or in connection with an exchange offer, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested in connection with a rights offering exclusively to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of existing holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, (iv) in connection with an offering solely to employees of the Company shall include in such registration or its subsidiaries, or (iv) first, the securities requested relating to be included therein by the holders requesting such registration and the Shares requested a transaction pursuant to be included in such registration, pro rata among the holders of such securities on the basis Rule 145 of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registrationSecurities Act. No registration of the Shares Eligible Securities effected under this Section 3 Article 4 shall relieve the Company of its obligation (if any) to effect a registration registrations of Shares Eligible Securities pursuant to Section 2Article 3.

Notice and Registration. If the Company proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), it will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company within 20 [5] days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company will use its best efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section Article 2) that such registration be effected as a registration under Section Article 2; (b) the Company shall not be required to effect any registration of the Shares under this Section Article 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company;; and (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company offering and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Medco Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such HolderHolder or as otherwise agreed by the Holders requesting inclusion of Shares in such registration, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2.

Notice and Registration. If the Company proposes to register any shares of its Common Stock or other securities issued by it having terms substantially similar to Eligible Securities ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by by, and for the benefit of, the Company or any other Person), on a form and in a manner which would permit registration of the Shares Eligible Securities for sale to the public under the Securities Act (a "Piggyback Registration")or as specified in Section 3.1(d) below, it will give prompt written notice to Investor (whether or not the Holders direct holder of Eligible Securities) of its intention to do so, and upon the written request of any or all of Investor (the Holders "Investor Notice") delivered to the Company within 20 days fifteen (15) Business Days after the giving of any such notice (which request shall specify the Shares number of Eligible Securities intended to be disposed of by such Holders), Investor and the intended method of disposition thereof) the Company will use its best all reasonable efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Eligible Securities which the Company has been so requested to register by such Holders (which shall then become Selling Holders)Investor, to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Eligible Securities so to be so registered; provided, however, provided that: (a) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesthe Other Securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) Investor and thereupon the Company shall be relieved of its obligation to register such Shares Eligible Securities in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.33.2), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) The Company will not be required to effect any registration pursuant to this Article 3 if the Company shall have been advised in writing (with a copy to Investor) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the public offering of securities by the Company, that in such firm's opinion, a registration of the number of Eligible Securities which the Company has been requested to register by Investor and any existing or future holder of incidental registration rights (collectively, the "Selling Shareholders") at that time would adversely affect the Company's own scheduled offering or the market price of the Common Stock (a "Full Cutback"), provided, however, that if registration of some but not all of the shares requested to be registered by Investor and any other Selling Shareholder would not adversely affect the Company's offering or the market price of the Common Stock, the aggregate number of shares of all of the Selling Shareholders that may be included in such registration shall be allocated first, to the Selling Shareholders who presently have demand registration rights with the Company and their permitted transferees in accordance with their respective registration rights agreements and second, if applicable, to the other Selling Shareholders pro rata according to the total number of shares for which registration was initially requested by such Selling Shareholders (a "Pro Rata Cutback"); (c) The Company shall not be required to effect any registration of the Shares Eligible Securities under this Section Article 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option options or other employee benefit plans of the Companyplans; (cd) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities If the Company proposes to sellregister any Other Securities to be offered for sale by, (ii) secondand for the benefit of the Company, utilizing an unallocated shelf registration statement on Form S-3 and the SEC does not permit any secondary offering by an Investor to be registered in connection therewith, the Shares Company agrees to use all reasonable efforts to effect the registration under the Securities Act of all Eligible Securities which the Company has been so requested to register by Investor, to the extent such secondary offering may be included in such registration, pro rata among registered utilizing a registration statement on Form S-3 and to the Holders extent required to permit the disposition of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested Eligible Securities so to be included registered. Any registration to be effected pursuant to this Section 3.1(d) shall be subject to the limitations and restrictions set forth in such registrationthis Agreement; and (de) if Investor shall have the right to request registration of Eligible Securities pursuant to this Article 3 no more than a Piggyback Registration is total of two times during the life of this Agreement. No registration request by an underwritten secondary registration on behalf Investor shall be deemed a request for purposes of holders this Section 3.1(e) unless all of the Company's securities entitled Eligible Securities requested to demand registration thereof and the managing underwriters advise be registered by an Investor as specified in an Investor Notice are so registered by the Company in writing that in their opinion accordance with the number provisions of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2Agreement.

Notice and Registration. If at any time after (i) with respect to the Company proposes Lock- up Securities, the date that is six months prior to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which would permit registration end of the Shares for sale applicable Lock-up Period or (ii) with respect to any Registrable Securities that are not Lock-up Securities, the public under date that is the Securities Act one (a "Piggyback Registration"), it will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all 1) year anniversary of the Holders delivered to the Company within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders)Closing Date, the Company will use its best efforts to effect, in connection with receives written notice from the registration of such other securities, Holder requesting that the Company effect the registration under the Securities Act of all Registrable Securities owned by the Holder, which notice will specify the intended method or methods of the Shares which disposition of such Registrable Securities (each such notice, a “Demand Registration Request”), the Company has been so requested will use commercially reasonable efforts to register by file (at the earliest practicable date and in any event within ninety (90) days of such Holders request) a registration statement on any applicable form that is then available to (which shall then become Selling Holders)and as determined by) the Company under the Securities Act, to the extent required to permit the registering such Registrable Securities for disposition (in accordance with the same intended method or methods of disposition as the Company proposes to use to dispose of the other securities) of the Shares to be so registeredstated in such Demand Registration Request; provided, however, that: that the anticipated aggregate offering price, net of Selling Expenses, of such Registrable Securities to be disposed of, together with any participation in such offering by the Company, any other Stockholders or otherwise, is at least $30 million in respect of the applicable Class of Registrable Securities. The Holder will have the right to make only one Demand Registration Request per class within any twelve- (a12-) ifmonth period; provided, at any time after giving however, that a Demand Registration Request will not be deemed to constitute a Demand Registration Request for purposes of the foregoing limitation if (i) such written notice of its intention Demand Registration Request has been withdrawn pursuant to register any of its other securities and prior to the effective date of Section 4.1(b) or (ii) the registration statement filed in connection with such registration, Demand Registration Request (x) does not become effective or (y) is not maintained effective for the period required hereunder. In no event will the Company shall determine for any reason not to register such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company shall not be required to effect any registration of the Shares under initiate more than five (5) registrations pursuant to this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 24.1(a).

Notice and Registration. (a) If the Company Tronox proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company Tronox or any other Person), on a form and in a manner which that would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), it will give prompt written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company Tronox within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company Tronox will use its best commercially reasonable efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company that Tronox has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company Tronox proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (ai) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Tronox shall determine for any reason not to register such other securities, the Company Tronox may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company Tronox shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 22 or to include such Shares in any subsequent Piggyback Registration pursuant to this Section 3; (bii) the Company Tronox shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company;Tronox; and (ciii) if a Piggyback Registration is an underwritten primary registration on behalf of the Company Tronox (whether or not selling security holders are included therein) and the managing underwriters advise the Company Tronox in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common StockStock (the "Piggyback Maximum Number"), the Company Tronox shall include the following securities in such registration up to the Piggyback Maximum Number and in accordance with the following priorities: (i) first, the securities the Company Tronox proposes to sell, (ii) second, up to the number of Shares requested to be included in such registration, pro rata among the Selling Holders of such Shares on the basis of the number of Shares owned by each such Selling Holder, and (iii) third, up to the number of any other securities requested to be included in such registration; and. (db) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company Tronox of its obligation to effect a registration of Shares pursuant to Section 2. (c) Any Selling Holder may withdraw any or all of its Shares from a Piggyback Registration at any time under any circumstances.

Notice and Registration. If the Company proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person), on a form and in a manner which that would permit registration of the Shares for sale to the public under the Securities Act (a "“Piggyback Registration"”), it will give prompt at least 20 days’ advance written notice to the Holders of its intention to do so, and upon the written request of any or all of the Holders delivered to the Company within 20 15 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company will use its best commercially reasonable efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' ’ written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 22 or to include such Shares in any subsequent Piggyback Registration pursuant to this Section 3; (b) the Company shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities (i) on Form S-4 or S-8 or any successor or similar forms, (ii) relating to equity securities issuable upon exercise of employee stock or similar options or in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other any employee benefit plans or similar plan of the Company, or (iii) in connection with an acquisition of, or an investment in, another entity by the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company (whether or not selling security holders are included therein) and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common StockStock (the “Piggyback Maximum Number”), the Company shall include the following securities in such registration up to the Piggyback Maximum Number and in accordance with the following priorities: (i) until the date that is 18 months after the Distribution Date, (x) first, the securities the Company proposes to sell, (iiy) second, up to the number of Shares requested to be included in such registration, pro rata among the Selling Holders of such Shares on the basis of the number of Shares owned by each such Selling Holder, and (iiiz) third, up to the number of any other securities requested to be included in such registration; and registration and (dii) if a Piggyback Registration after the date that is an underwritten secondary registration on behalf of holders of 18 months after the Company's Distribution Date, (x) first, the securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion proposes to sell, and (y) second, up to the aggregate number of securities shares of Common Stock requested to be included in such registration exceeds by the number which can Selling Holders and other Persons holding shares of Common Stock entitled to request that such shares be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include included in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registrationeach a “Requesting Party”), pro rata among the holders of such securities Selling Holders and the Requesting Parties on the basis of the number of securities shares of Common Stock owned by each such holder, and Selling Holder or Requesting Party; (iid) second, any other securities requested to be included in such registration. No no registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2; and (e) any Selling Holder may withdraw any or all of its Shares from a Piggyback Registration at any time under any circumstances.

Notice and Registration. If the Company proposes proposes, for its own account or for the account of others, to register any of its voting securities ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person)Act, on a form and in a manner which would permit registration CUSIP No. 63888P-10-9 Exhibit D Page 77 of the Shares 91 Pages -------------------------------------------------------------------------------- of Registrable Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the Holders each Holder of its intention to do so, and upon the written request of any or all of the Holders Holder, delivered to the Company within 20 15 business days after the giving of any such notice (which request shall specify the Shares Registrable Securities intended to be disposed of by such Holderseach Holder, and the intended method of disposition thereof), the Company will use its best efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Registrable Securities which the Company has been so requested to register by such Holders (which shall then become Selling Holders)each Holder, to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Registrable Securities so to be so registered; provided, however, provided that: (a) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesthe Other Securities, the Company may, at its election, give written notice of such determination to the Selling Holders (oreach Holder, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation obligations to register such Shares Registrable Securities in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.33.2), without prejudice, however, to the rights (rights, if any) , of any Selling the Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company shall will not be required to effect any registration of the Shares Registrable Securities under this Section 3 incidental if, and to the registration of extent that, the underwriters (or any of its securities managing underwriter) or the placement agent in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans a private placement of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters 's securities, shall advise the Company in writing that that, in their reasonable opinion, inclusion of such number of shares of Registrable Securities will adversely affect the price or distribution of the securities to be offered pursuant to such registration. Such advice shall include a statement as to such person's opinion as to the number of securities requested to shares which may be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability price or distribution of the offering or the market for the Common Stock, the Company shall include in securities (such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the total number of Shares owned by each shares which such Holder, and (iii) third, any other securities requested to advice states may be so included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf being the "Total Number of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2.Includible Securities"

Notice and Registration. If the Company proposes to register Eligible Securities or any of its other securities for public sale under the Securities Act issued by it ("Other Securities") (whether proposed to be offered for sale by the Company or any other Person), ) on a form and in a manner which would permit registration of the Shares Eligible Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the all Holders of its intention to do so, including the identities of any Holders exercising registration rights pursuant to Article III hereof. Such notice shall specify, at a minimum, the number and upon class of Eligible Securities or Other Securities so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such Eligible Securities or Other Securities, any proposed managing underwriter or underwriters of such Eligible Securities or Other Securities and a good faith estimate by the Company of the proposed maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. Upon the written request of any or all of the Holders Holder delivered to the Company within 20 days fifteen (15) Business Days after the giving of any such notice (which request shall specify the Shares number of Eligible Securities intended to be disposed of by such Holders), Holder and the intended method of disposition thereof) the Company will use its best reasonable efforts to effect, in connection with the registration of such other securitiesthe Other Securities, the registration under the Securities Act of all of the Shares Eligible Securities which the Company has been so requested to register by such Holders Holder (which shall then become the "Selling HoldersStockholder"), to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Eligible Securities so to be so registered; provided, however, provided that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such other securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2.

Notice and Registration. If the Company Holdings proposes to register any of its securities for public sale under the Securities Act (whether proposed to be offered for sale by the Company Holdings or any other Person), on a form and in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), it will give prompt written notice to the Holders of its intention to do soso (provided that in no event shall such notice be given less than 20 days prior to the proposed date of filing the registration statement relating to such registrant), and upon the written request of any or all of the Holders delivered to the Company Holdings within 20 days after the giving of any such notice (which request shall specify the Shares intended to be disposed of by such Holders), the Company Holdings will use its best efforts to effect, in connection with the registration of such other securities, the registration under the Securities Act of all of the Shares which the Company Holdings has been so requested to register by such Holders (which shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the same method of disposition as the Company Holdings proposes to use to dispose of the other securities) of the Shares to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities and prior to the effective date of the registration statement filed in connection with such registration, the Company Holdings shall determine for any reason not to register such other securities, the Company Holdings may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) and thereupon the Company Holdings shall be relieved of its obligation to register such Shares in connection with the registration of such other securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.3), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2; (b) the Company Holdings shall not be required to effect any registration of the Shares under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans of the CompanyHoldings; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company Holdings and the managing underwriters advise the Company Holdings in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company Holdings shall include in such registration (i) first, the securities the Company Holdings proposes to sell, (ii) second, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration and the Shares requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registration. No registration of the Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Shares pursuant to Section 2.Shares

Notice and Registration. If If, but without any obligation to do so, the Company proposes to register register, including, without limitation, in connection with the Initial Public Offering, any shares of its Common Stock or other securities issued by it (“Other Securities”) for public sale under the Securities Act (whether proposed to be offered for sale by the Company or by any other Person), ) on a form and in a manner which would permit registration of the Shares Registrable Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will give prompt written notice to the Holders Investor of its intention to do so, which notice the Investor shall keep confidential, and upon the written request of any or all of the Holders Investor delivered to the Company within 20 days twenty Business Days after the giving of any such notice (which request shall specify the Shares number of Registrable Securities intended to be disposed of by such Holders), the Investor and the intended method of disposition thereof) the Company will use its best commercially reasonable efforts to effect, in connection with the registration of such other securitiesthe Other-Securities, the registration under the Securities Act of all of the Shares Registrable Securities which the Company has been so requested to register by such Holders (which shall then become Selling Holders)the Investor, to the extent required to permit the disposition (in accordance with the same intended method of disposition or methods thereof as the Company proposes to use to dispose of the other securitiesaforesaid) of the Shares Registrable Securities so to be so registered; provided, however, that: (a) if, at any time after giving such written notice of its intention to register any of its other securities Other Securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such other securitiesthe Other Securities, the Company may, at its election, give written notice of such determination to the Selling Holders (or, if prior to delivery of the Holders' written request described above in this Section 3.1, the Holders) Investor and thereupon the Company shall be relieved of its obligation to register such Shares Registrable Securities in connection with the registration of such other securities Other Securities (but not from its obligation to pay Registration Expenses other than Selling Expenses to the extent incurred in connection therewith as provided in Section 3.33.2), without prejudice, however, to the rights (if any) of any Selling Holders the Investor immediately to request (subject to the terms and conditions of Section 2) that such registration be effected as a registration under Section 2;; (b) the Company will not be required to effect any registration of Registrable Securities requested to be registered pursuant to this Section 3 if the Company shall have been advised in writing (with a copy to the Investor) by a nationally recognized independent investment banking firm selected by the Company to act as lead underwriter in connection with the public offering of securities by the Company that, in such firm’s opinion, the registration of such Registrable Securities at that time would jeopardize the success of the offering of securities by the Company; provided however, that if an offering of some but not all of the shares requested to be registered pursuant to this Section 3 would not jeopardize the success of the offering of securities by the Company, the aggregate number of shares requested to be included in such offering by the Investor shall be reduced accordingly with such shares being allocated among the Investor and any Permitted Transferee(s) (as hereinafter defined) in proportion (as nearly as practicable and rounded to the nearest 100 shares) to the number of Registrable Securities owned by the Investor and such Permitted Transferee(s); further provided, however, that, notwithstanding the foregoing, in no event shall the number of Registrable Securities to be included in such offering on behalf of the Investor be reduced to less than 30% of the shares of Common Stock purchased by the Investor pursuant to the Subscription Agreement (after adjustment for stock dividends, stock splits or other recapitalizations, if any); and (bc) the Company shall not be required to effect any registration of the Shares Registrable Securities under this Section 3 incidental to the registration of any of its securities (i) on Form S-8 or any successor form to such Form or in connection with mergersany employee or director welfare, acquisitions, exchange offers, subscription offers, dividend reinvestment plans benefit or stock option or other employee benefit plans of the Company; (c) if a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, the Company shall include in such registration (i) first, the securities the Company proposes to sellcompensation plan, (ii) secondon Form S-4 or any successor form to such Form or in connection with an exchange offer, the Shares requested to be included in such registration, pro rata among the Holders of such Shares on the basis of the number of Shares owned by each such Holder, and (iii) third, any other securities requested in connection with a rights offering exclusively to be included in such registration; and (d) if a Piggyback Registration is an underwritten secondary registration on behalf of existing holders of the Company's securities entitled to demand registration thereof and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering or the market for the Common Stock, (iv) in connection with an offering solely to employees of the Company shall include in such registration or its subsidiaries, or (iv) first, the securities requested relating to be included therein by the holders requesting such registration and the Shares requested a transaction pursuant to be included in such registration, pro rata among the holders of such securities on the basis Rule 145 of the number of securities owned by each such holder, and (ii) second, any other securities requested to be included in such registrationSecurities Act. No registration of the Shares Registrable Securities effected under this Section 3 shall relieve the Company of its obligation (if any) to effect a registration registrations of Shares Registrable Securities pursuant to Section 2.