Common use of Notice and Registration Clause in Contracts

Notice and Registration. The Company hereby agrees to file under the Securities Act, within the 18-month period immediately following the Closing Date (such period, subject to extension as provided below, the "Resale Registration Period"), a registration statement on Form S-1 or any similar long- form registration statement or Form S-3 or any similar short-form registration statement, at its election, to register, in a non-underwritten offering, all Eligible Securities for which the Company has received notice of intent to register by Selling Stockholders pursuant to this Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months if the Company shall have been advised in writing by a nationally recognized independent investment banking firm that, in such firm's opinion, the filing of a registration statement for the Resale Registration immediately prior to the end of the original Resale Registration Period might materially and adversely affect the Company (including the price of the Company's Common Stock). When the Company proposes to file a registration statement for the Resale Registration, it will give written notice to the Stockholders of its intention to do so. Each Stockholder shall have ten (10) Business Days from the giving of such notice to notify the Company in writing of such Stockholder's intention to have the Company include in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify the number of Eligible Securities (including shares of Common Stock issuable in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) intended to be disposed of by the Selling Stockholder and the intended method of disposition thereof). The Company shall thereafter promptly prepare and file with the SEC the registration statement to effect the Resale Registration and shall use its reasonable best efforts to cause such registration statement to become effective.

Notice and Registration. The Company hereby agrees At any time and from time to file time after the ----------------------- effectiveness of this Agreement, subject to the terms and conditions set forth herein, upon written notice of Stockholders (as to any such notice and the related registration of Covered Shares, "Requesting Stockholders") requesting that BPB effect the registration under the Securities ActAct of not less than 100,000 Covered Shares in the aggregate held by them, within which notice shall specify the 18-month period immediately following the Closing Date intended method or methods of disposition of such Covered Shares, BPB will promptly give written notice (such period, subject to extension as provided below, the "Resale Registration PeriodBPB Notice") of such requested registration to all other Stockholders then holding Covered Shares. Any such Stockholder who wishes to have Covered Shares included in such registration shall give written notice delivered to BPB within 20 days after the date of the BPB Notice indicating such intent, upon which such Stockholder will become a Requesting Stockholder with respect to the related notice and registration. BPB will use its reasonable best efforts to promptly effect the registration under the Securities Act of the Covered Shares requested to be registered by the Requesting Stockholders on Form S-3 or SB-1 (or any successor form substantially equivalent thereto) or, if such forms are not then available to BPB, such other appropriate form as BPB may elect, for disposition in accordance with the intended method or methods of disposition stated in such request, provided -------- that: i. BPB shall not be required to effect more than one (1) registration of Covered Shares pursuant to this Section 2 during any consecutive twelve month period. No registration of Covered Shares under Section 2 which shall not become effective shall be deemed to be a registration statement for the purposes of this sentence; ii. in the event that as to any request for registration pursuant to this Section 2, Requesting Stockholders request the registration of more than 800,000 Covered Shares in the aggregate, BPB may in its sole discretion by written notice to each Requesting Stockholder reduce the number of Covered Shares of each Requesting Stockholder to be registered in response to such request, pro rata based on the number of Covered Shares requested to be registered, to the extent necessary to reduce the aggregate number of Covered Shares to be registered in response to such request to not less than 800,000 Covered Shares; iii. if BPB shall have previously effected a registration, other than registrations incidental to any securities issued in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other benefit plans, under the Securities Act with respect to Common Stock, BPB shall not be required to effect a registration pursuant to this Section 2 until a period of 90 days shall have elapsed from the effective date of the most recent such previous registration; iv. if upon receipt of a registration request pursuant to this Section 2 BPB is engaged or has firm plans to engage within 90 days of the time of the request in a registered public offering of securities (a "BPB Offering"), then BPB may at its option direct that such request be delayed for a registration statement on Form S-1 period not in excess of 90 days from the commencement of such public offering, provided, -------- however, that in any twelve month period BPB may only one time in the aggregate exercise its right to either so delay a request or impose a Transaction Blackout; v. if, at the time of any similar long- form registration statement request to register Covered Shares pursuant to this Section 2 or Form S-3 or any similar short-form after such request but prior to the filing of the related registration statement, at its election, to register, BPB's Chief Executive Officer determines in a non-underwritten offering, all Eligible Securities for which the Company has received notice of intent to register by Selling Stockholders pursuant to this Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months if the Company shall have been advised in writing by a nationally recognized independent investment banking firm that, in such firm's opinion, good faith that the filing of a registration statement would require the disclosure of material information which BPB has a bona fide business purpose for preserving as confidential, BPB may at its option direct that such request be delayed until the Resale Registration immediately prior earlier of (A) the date upon which such material information is disclosed to the end public or ceases to be material or (B) 90 days after the date of the original Resale Registration Period might materially and adversely affect decision to so delay; provided, however, that BPB may not so -------- delay a registration pursuant to this Section 2.1(e) or suspend sales pursuant to a Transaction Blackout for more than 90 days in the Company (including aggregate during any twelve consecutive month period without the price approval of the Company's Common Stock)Board of Directors of BPB; and vi. When Stockholders' right to request registration pursuant to this Section 2 shall terminate in the Company proposes event that at anytime after the seventh anniversary hereof BPB offers to file a registration statement register all Covered Shares held by Stockholders for the Resale Registration, it will give written notice to the Stockholders of its intention to do so. Each sale in an underwritten public offering and either (i) no Stockholder shall have ten (10) Business Days from the giving of such notice to notify the Company in writing of such Stockholder's intention requests to have the Company include Covered Shares included in such offering or (ii) such underwritten public offering is consummated and results in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify the number of Eligible Securities (including shares of Common Stock issuable in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) intended opportunity to sell all Covered Shares requested by Stockholders to be disposed of by the Selling Stockholder and the intended method of disposition thereof). The Company shall thereafter promptly prepare and file with the SEC the registration statement to effect the Resale Registration and shall use its reasonable best efforts to cause included in such registration statement to become effectiveoffering.

Notice and Registration. The Company hereby agrees If at any time or from time to file time after the effectiveness of this Agreement BPFH proposes to register any Common Stock ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by BPFH or any other person) in an underwritten public offering and on a form and in a manner which would permit registration of Covered Shares for sale to the public under the Securities Act, it will give written notice to the each Stockholder of its intention to do so, and upon the written request of Stockholders (as to any such notice and the related registration of Covered Shares, "Requesting Stockholders") delivered to BPFH within 10 business days after the 18-month period immediately following giving of any such notice (which request shall specify the Closing Date (Covered Shares intended to be disposed of by the Requesting Stockholder) requesting that BPFH include in such periodregistered underwritten public offering any number of Covered Shares owned by such Requesting Stockholders, subject BPFH will use its reasonable best efforts to extension as provided beloweffect, in connection with the registration of the Other Securities, the "Resale Registration Period")registration under the Securities Act of all Covered Shares which BPFH has been so requested to register by such Requesting Stockholders, a to the extent required to permit the disposition of Covered Shares so to be registered; PROVIDED that: (a) if, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the registration statement on Form S-1 or filed in connection with such registration, BPFH shall determine for any similar long- form registration statement or Form S-3 or any similar short-form registration statementreason not to register the Other Securities, BPFH shall give written notice of such determination to the Requesting Stockholders and BPFH may, at its election, to register, in a non-underwritten offering, all Eligible Securities for which the Company has received notice be relieved of intent its obligation to register by Selling Stockholders pursuant to this Article 3, whether such Covered Shares in connection with a primary the registration of such Other Securities (but not from its Common Stock or otherwise obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.2), without prejudice, however, to the rights ("Resale Registration"). The Company shall have the right to select the timing if any) of the Resale Registration within Requesting Stockholders immediately to request that such registration be effected as a registration under Section 2 to the Resale Registration Period. The Resale Registration Period shall be extended for a period extent that such request would comply with all of 12 additional months the terms and conditions of Section 2; (b) if the Company BPFH shall have been advised in writing (with a copy to each Requesting Stockholder) by a nationally recognized independent investment banking firm selected by BPFH (who is then acting as the managing underwriter for any such offering) that, in such firm's opinion, the filing inclusion of a registration statement for the Resale Registration immediately prior to the end all or any portion of the original Resale Registration Period might materially and adversely affect the Company (including the price of the Company's Common Stock). When the Company proposes to file a registration statement for the Resale Registration, it will give written notice to the Stockholders of its intention to do so. Each Stockholder shall have ten (10) Business Days from the giving of such notice to notify the Company in writing of such Stockholder's intention to have the Company include in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify the number of Eligible Securities (including shares of Common Stock issuable in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) Covered Shares then intended to be disposed of by Requesting Stockholders in the Selling proposed registration at that time would adversely affect in a significant manner the registration and offering of the Other Securities, the number of Covered Shares requested to be included in the proposed registration shall be reduced on a pro rata basis among all Requesting Stockholders based on the number of such Covered Shares requested to be included by each such Requesting Stockholder or, as the case may be, shall all be excluded from such registration in their entirety, to the extent necessary as determined by such investment banking firm to prevent the proposed registration of Other Securities from being so effected; PROVIDED, however, that if as a result of the provisions of this Section 3.1(b), BPFH is unable to include in such registration all of the Covered Shares requested by the Requesting Stockholders for inclusion in such registration, BPFH shall so notify each Requesting Stockholder and give each Requesting Stockholder the intended method right to withdraw all Covered Shares requested by the Requesting Stockholder for inclusion in such registration from such registration by notice to BPFH within 5 days after receipt of disposition thereof). The Company BPFH's notice; (c) BPFH shall thereafter promptly prepare and file with the SEC not be required to effect any registration of Covered Shares under this Section 3 incidental to the registration statement to effect of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit or similar plans; and (d) the Resale Registration and shall use its reasonable best efforts to cause Stockholders have requested that at least 100,000 Covered Shares, in the aggregate, be included in such registration statement of Other Securities; provided, however, that Requesting Shareholders may request registration of less than 100,000 Covered Shares in connection with registration rights granted pursuant to become effectivethe Westfield Merger Agreement provided that the number of shares of BPFH Common Stock to be so requested total 100,000 or more.

Notice and Registration. The If the Company hereby agrees proposes to file register any shares of Common Stock or other securities issued by it having terms substantially similar to Eligible Securities ("Other Securities") for public sale under the Securities Act to be offered for sale by, and for the benefit of, the Company on a form and in a manner which would permit registration of Eligible Securities for sale to the public under the Securities Act, it will give prompt written notice to Investor (whether or not the direct holder of Eligible Securities) of its intention to do so, and upon the written request of Investor (the "Investor Notice") delivered to the Company within fifteen (15) Business Days after the 18-month period immediately following giving of any such notice (which request shall specify the Closing Date (such periodnumber of Eligible Securities intended to be disposed of by Investor and the intended method of disposition thereof) the Company will use all reasonable efforts to effect, subject to extension as provided belowin connection with the registration of the Other Securities, the "Resale Registration Period")registration under the Securities Act of all Eligible Securities which the Company has been so requested to register by Investor, a to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of Eligible Securities so to be registered, provided that: (a) If, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the registration statement on Form S-1 or filed in connection with such registration, the Company shall determine for any similar long- form registration statement or Form S-3 or any similar short-form registration statementreason not to register the Other Securities, the Company may, at its election, give written notice of such determination to register, in a non-underwritten offering, all Investor and thereupon the Company shall be relieved of its obligation to register such Eligible Securities for which 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 3.2); (b) The Company has received notice of intent will not be required to register by Selling Stockholders effect any registration pursuant to this Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months 3 if the Company shall have been advised in writing (with a copy to Investor) by a nationally recognized independent investment banking firm thatselected 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 filing of a registration statement for the Resale Registration immediately prior to the end of the original Resale Registration Period might materially and adversely affect the Company (including the price of the Company's Common Stock). When the Company proposes to file a registration statement for the Resale Registration, it will give written notice to the Stockholders of its intention to do so. Each Stockholder shall have ten (10) Business Days from the giving of such notice to notify the Company in writing of such Stockholder's intention to have the Company include in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify 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 (including 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 Common Stock issuable all of the Selling Shareholders that may be included in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof such registration shall be determined in the sole discretion of the Stockholder requesting registration hereunder) intended allocated first, to be disposed of by the Selling Stockholder 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 intended method other Selling Shareholders pro rata according to the total number of disposition thereofshares for which registration was initially requested by such Selling Shareholders (a "Pro Rata Cutback"). ; (c) The Company shall thereafter promptly prepare and file not be required to effect any registration of Eligible Securities under this 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 options or other employee benefit 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 an Investor shall be deemed a request for purposes of this section 3.1(d) unless all of the Eligible Securities requested to be registered by an Investor as specified in an Investor Notice are so registered by the Company in accordance with the SEC the registration statement to effect the Resale Registration and shall use its reasonable best efforts to cause such registration statement to become effectiveprovisions of this Agreement.

Notice and Registration. The Upon written notice from a Holder or Holders owning Eligible Securities requesting that the Company hereby agrees to file effect the registration under the Securities ActAct of all or part of the Eligible Securities held by such Holders, within which notice shall specify the 18-month period immediately following the Closing Date (intended method or methods of disposition of such period, subject to extension as provided belowEligible Securities, the "Resale Registration Period"), a Company will use all commercially reasonable efforts to effect (at the earliest possible date) the registration statement on Form S-1 or any similar long- form registration statement or Form S-3 or any similar short-form registration statement, at its election, to register, in a non-underwritten offering, all under the Securities Act of such Eligible Securities for disposition in accordance with the intended method or methods of disposition stated in such request (which request may be satisfied by means of a shelf registration statement pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement") if the Company has received notice of intent is then eligible to register the Eligible Securities on Form S-3 under the Securities Act or any successor form; and the Company agrees that it will use such a Shelf Registration Statement if the Company is then eligible to do so and the Shelf Registration Statement is requested by Selling Stockholders the Holder in its written notice requesting registration), provided that: (1) if the Company shall have previously effected a registration with respect to a Holder's Eligible Securities pursuant to Article 4 hereof, the Company shall not be required to effect a registration for such Holder's Eligible Securities pursuant to this Article 3 until a period of six (6) months shall have elapsed from the effective date of the most recent such previous registration; (2) if, upon receipt of a registration request pursuant to this Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months if the Company shall have been 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 3 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"); provided, however, that the Company may not exercise its rights to delay any registration under this Section 3.1(b) (x) more than once in any twelve (12) month period and (y) within four (4) months of the end of any delay effected pursuant to Section 3.1(c); and provided further that in no event shall Suspension Events and Company Sale Periods be permitted to take effect for more than an aggregate of ninety (90) days in any twelve (12) month period; (3) if, while a registration request is pending pursuant to this Article 3, the Company determines in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement for or the Resale Registration immediately prior declaration of effectiveness would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise adversely affect a material financing, acquisition, disposition, merger or other comparable transaction involving the Company (such circumstances being hereinafter referred to as a "Suspension Event"), the Company shall deliver a certificate to such effect signed by its Chairman, President or any Vice President to the Selling Holders and the Company shall not be required to effect a registration pursuant to this Article 3 until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material or (ii) sixty (60) days after the Company makes such good faith determination; provided, however, that in no event shall 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 end of any Suspension Event with respect to the original Resale Registration Period might materially same or substantially the same facts or circumstances; and adversely affect provided further that in no event shall Suspension Events and Company Sale Periods be permitted to exist for more than an aggregate of ninety (90) days in any twelve (12) month period; (4) the Company shall not be required to effect more than six (including 6) registrations for the price Holders pursuant to this Section 3.1 in any calendar year. No registration of the Company's Common Stock). When Eligible Securities under this Article 3 shall relieve the Company proposes to file a registration statement for the Resale Registration, it will give written notice to the Stockholders of its intention obligation (if any) to do so. Each Stockholder shall have ten effect registrations of Eligible Securities pursuant to Article 4; and (105) Business Days from if the giving Eligible Securities of such notice a Holder are registered for resale pursuant to notify an effective Shelf Registration Statement filed by the Company in writing compliance with this Agreement, then, for so long as that Shelf Registration Statement is effective and available for use by that Holder in compliance with applicable securities and other laws and without the need for any further action by the Company, and the Company is otherwise complying with any requirements of such Stockholder's intention this Agreement relating to the Shelf Registration Statement, the Company will be deemed to have satisfied its obligations pursuant to this Section 3 with respect to that Holder and the Eligible Securities so registered. For the avoidance of doubt, at any time in its sole discretion the Company may elect to include in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify the number of Eligible Securities (including shares of Common Stock issuable any Holder, or any portion thereof, in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) intended to be disposed of any Shelf Registration Statement being filed by the Selling Stockholder and the intended method of disposition thereof). The Company shall thereafter promptly prepare and file with the SEC the registration statement to effect the Resale Registration and shall use its reasonable best efforts to cause such registration statement to become effectiveCompany.

Notice and Registration. The Upon written notice from a Holder or Holders owning Eligible Securities requesting that the Company hereby agrees to file effect the registration under the Securities ActAct of all or part of the Eligible Securities held by such Holders, within which notice shall specify the 18-month period immediately following the Closing Date (intended method or methods of disposition of such period, subject to extension as provided belowEligible Securities, the "Resale Registration Period"), a Company will use all commercially reasonable efforts to effect (at the earliest possible date) the registration statement on Form S-1 or any similar long- form registration statement or Form S-3 or any similar short-form registration statement, at its election, to register, in a non-underwritten offering, all under the Securities Act of such Eligible Securities for disposition in accordance with the intended method or methods of disposition stated in such request (which request may be satisfied by means of a shelf registration statement pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement") if the Company has received notice of intent is then eligible to register the Eligible Securities on Form S-3 under the Securities Act or any successor form; and the Company agrees that it will use such a Shelf Registration Statement if the Company is then eligible to do so and the Shelf Registration Statement is requested by Selling Stockholders the Holder in its written notice requesting registration), provided that: (a) if the Company shall have previously effected a registration with respect to a Holder's Eligible Securities pursuant to Article 4 hereof, the Company shall not be required to effect a registration for a Holder's Eligible Securities pursuant to this Article 3 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 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months if the Company shall have been 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 3 until the earliest of (i) sixty (60) days 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"); provided, however, that the Company may not exercise its rights to delay any registration under this Section 3.1(b) more than once in any twelve (12) month period; (c) if, while a registration request is pending pursuant to this Article 3, the Company determines in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement for or the Resale Registration immediately prior to declaration of effectiveness would require the end disclosure of non-public material information the original Resale Registration Period might materially and disclosure of which would have a material adverse effect on the Company or would otherwise adversely affect a material financing, acquisition, disposition, merger or other comparable transaction involving the Company (including the price of the Company's Common Stocksuch circumstances being hereinafter referred to as a "Suspension Event"). When , the Company proposes shall deliver a certificate to file such effect signed by its Chairman, President or any Vice President to the Selling Holders and the Company shall not be required to effect a registration statement for pursuant to this Article 3 until the Resale Registration, it will give written notice earlier of (i) the date upon which such material information is disclosed to the Stockholders public or ceases to be material or (ii) sixty (60) days after the Company makes such good faith determination; provided, however, that in no event shall Suspension Events be permitted to take effect more than once in any twelve (12) month period; (d) the Company shall not be required to effect more than one registration for Holders pursuant to this Section 3.1 in any twelve month (12) period. No registration of Eligible Securities under this Article 3 shall relieve the Company of its intention obligation (if any) to do so. Each Stockholder shall have ten effect registrations of Eligible Securities pursuant to Article 4; and (10e) Business Days from if the giving Eligible Securities of such notice a Holder are registered for resale pursuant to notify an effective Shelf Registration Statement filed by the Company in writing compliance with this Agreement, then, for so long as that Shelf Registration Statement is effective and available for use by that Holder in compliance with applicable securities and other laws and without the need for any further action by the Company, and the Company is otherwise complying with any requirements of such Stockholder's intention this Agreement relating to the Shelf Registration Statement, the Company will be deemed to have satisfied its obligations pursuant to this Section 3 with respect to that Holder and the Eligible Securities so registered. For the avoidance of doubt, at any time in its sole discretion the Company may elect to include in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify the number of Eligible Securities (including shares of Common Stock issuable any Holder, or any portion thereof, in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) intended to be disposed of any Shelf Registration Statement being filed by the Selling Stockholder and the intended method of disposition thereof). The Company shall thereafter promptly prepare and file with the SEC the registration statement to effect the Resale Registration and shall use its reasonable best efforts to cause such registration statement to become effectiveCompany.

Notice and Registration. The Company hereby agrees At any time after January 1, 2000 and from time to file time thereafter, subject to the terms and conditions set forth herein, upon written notice by two or more Stockholders (as to any such notice and the related registration of Covered Shares, "Requesting Stockholders") requesting that BPFH effect the registration under the Securities ActAct of not less than 100,000 Covered Shares in the aggregate held by them, within which notice shall specify the 18-month period immediately following the Closing Date intended method or methods of disposition of such Covered Shares, BPFH will promptly give written notice (such period, subject to extension as provided below, the "Resale Registration PeriodBPFH Notice") of such requested registration to all other Stockholders then holding Covered Shares. Any such Stockholder who wishes to have Covered Shares included in such registration shall give written notice delivered to BPFH within 20 days after the date of the BPFH Notice indicating such intent, upon which such Stockholder will become a Requesting Stockholder with respect to the related notice and registration. BPFH will use its reasonable best efforts to promptly effect the registration under the Securities Act of the Covered Shares requested to be registered by the Requesting Stockholders on Form S-3 (or any successor form substantially equivalent thereto) or, if such forms are not then available to BPFH, such other appropriate form as BPFH may elect, for disposition in accordance with the intended method or methods of disposition stated in such request, PROVIDED that: (a) BPFH shall not be required to effect more than one (1) registration of Covered Shares pursuant to this Section 2 during any consecutive twelve month period. No registration of Covered Shares under Section 2 which shall not become effective shall be deemed to be a registration for the purposes of this sentence; (b) in the event that as to any request for registration pursuant to this Section 2, Requesting Stockholders request the registration of more than an amount of Covered Shares equal to twenty percent (20%) of the total aggregate number of shares of BPFH Common Stock received by the Stockholders pursuant to the Plan of Merger (the "Initial Shares"), BPFH may in its sole discretion by written notice to each Requesting Stockholder reduce the number of Covered Shares of each Requesting Stockholder to be registered in response to such request, pro rata based on the number of Covered Shares requested to be registered, to the extent necessary to reduce the aggregate number of Covered Shares to be registered in response to such request to not less than an amount of Covered Shares equal to twenty percent (20%) of the Initial Shares; (c) if BPFH shall have previously effected a registration, other than registrations incidental to any securities issued in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other benefit plans, under the Securities Act with respect to Common Stock (including without limitation, any registration of Common Stock pursuant to the Westfield Merger Agreement (as defined in Section 7.3 hereof)), BPFH shall not be required to effect a registration statement on Form S-1 pursuant to this Section 2 until a period of 120 days shall have elapsed from the effective date of the most recent such previous registration; (d) if upon receipt of a registration request pursuant to this Section 2 BPFH is engaged or has firm plans to engage within 90 days of the time of the request in a registered public offering of securities (a "BPFH Offering"), then BPFH may at its option direct that such request be delayed for a period not in excess of 90 days from the commencement of such public offering, PROVIDED, however, that in any similar long- form registration statement twelve month period BPFH may only one time in the aggregate exercise its right to either so delay a request or Form S-3 impose a Transaction Blackout; (e) if, at the time of any request to register Covered Shares pursuant to this Section 2 or any similar short-form after such request but prior to the filing of the related registration statement, at its election, to register, BPFH's Chief Executive Officer determines in a non-underwritten offering, all Eligible Securities for which the Company has received notice of intent to register by Selling Stockholders pursuant to this Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months if the Company shall have been advised in writing by a nationally recognized independent investment banking firm that, in such firm's opinion, good faith that the filing of a registration statement would require the disclosure of material information which BPFH has a bona fide business purpose for preserving as confidential, BPFH may at its option direct that such request be delayed until the Resale Registration immediately prior earlier of (A) the date upon which such material information is disclosed to the end public or ceases to be material or (B) 90 days after the date of the original Resale Registration Period might materially and adversely affect decision to so delay; PROVIDED, however, that BPFH may not so delay a registration pursuant to this Section 2.1(e) or suspend sales pursuant to a Transaction Blackout for more than 90 days in the Company (including aggregate during any twelve consecutive month period without the price approval of the Company's Common Stock). When Board of Directors of BPFH; and (f) the Company proposes Stockholders' right to file a request registration statement pursuant to this Section 2 shall terminate in the event that at anytime after the seventh anniversary hereof BPFH offers to register all Covered Shares held by Stockholders for the Resale Registration, it will give written notice to the Stockholders of its intention to do so. Each sale in an underwritten public offering and either (i) no Stockholder shall have ten (10) Business Days from the giving of such notice to notify the Company in writing of such Stockholder's intention requests to have the Company include Covered Shares included in such offering or (ii) such underwritten public offering is consummated and results in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify the number of Eligible Securities (including shares of Common Stock issuable in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) intended opportunity to sell all Covered Shares requested by Stockholders to be disposed of by the Selling Stockholder and the intended method of disposition thereof). The Company shall thereafter promptly prepare and file with the SEC the registration statement to effect the Resale Registration and shall use its reasonable best efforts to cause included in such registration statement to become effectiveoffering.

Notice and Registration. The If the Company hereby agrees proposes to file register any shares of Common Stock or other securities issued by it having terms substantially similar to Eligible Securities ("Other Securities") for public sale under the Securities Act on a form and in a manner which would permit registration of Eligible Securities for sale to the public under the Securities 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 a Holder delivered to the Company within fifteen (15) Business Days after the 18-month period immediately following giving of any such notice (which request shall specify the Closing Date (number of Eligible Securities intended to be disposed of by such periodHolder and the intended method of disposition thereof) the Company will use all commercially reasonable efforts to effect, subject to extension as provided belowin connection with the registration of the Other Securities, the "Resale Registration Period")registration under the Securities Act of all Eligible Securities which the Company has been so requested to register by the Selling Holders, a to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of Eligible Securities so to be registered, provided that: (a) if, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the registration statement on Form S-1 or filed in connection with such registration, the Company shall determine for any similar long- form registration statement or Form S-3 or any similar short-form registration statementreason not to register the Other Securities, the Company may, at its election, give written notice of such determination to register, in a non-underwritten offering, all the Holders and thereupon the Company shall be relieved of its obligation to register such Eligible Securities for which 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 4.2), without prejudice, however, to the rights (if any) of the Holders immediately to request that such registration be effected as a registration under Article 3; (b) the Company has received notice of intent will not be required to register by Selling Stockholders effect any registration pursuant to this Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months 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, the filing of a such registration statement for the Resale Registration immediately prior to the end of the original Resale Registration Period might at that time would materially and adversely affect the Company (including Company's own scheduled offering, provided, however, that if an offering of some but not all of the price shares requested to be registered by the Holders and other holders of the Company's Common Stock). When securities with piggyback rights would not adversely affect the Company's offering, the offering will include all securities offered by the Company proposes 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 file a registration statement 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 Resale Registration, it will give written notice to the Stockholders of its intention to do so. Each Stockholder shall have ten (10) Business Days from the giving of such notice to notify the Company in writing of such Stockholder's intention to have the Company include in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify 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 (including shares c) the Company shall not be required to effect any registration of Eligible Securities under this 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 any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form or in connection with a merger, acquisition, subscription offer or exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Stock issuable Stock, (iv) in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion connection with an offering solely to employees of the Stockholder requesting Company or its subsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act. No registration hereunderof Eligible Securities effected under this Article 4 shall relieve the Company of its obligation (if any) intended to be disposed effect registrations of by Eligible Securities pursuant to Article 3. No Eligible Securities that are the Selling Stockholder and the intended method subject of disposition thereof). The Company a registration pursuant to Article 3 shall thereafter promptly prepare and file with the SEC the registration statement to effect the Resale Registration and shall use its reasonable best efforts to cause such registration statement be entitled to become effectivethe subject of a registration pursuant to this Article 4.

Notice and Registration. The Company hereby agrees If Athena proposes to file register any ----------------------- class of its equity securities ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by Athena or any other Person), on a form and in a manner that would permit registration of Elan Shares for sale to the public under the Securities Act, within the 18-month period immediately following the Closing Date (such period, subject to extension as provided below, the "Resale Registration Period"), a registration statement on Form S-1 or any similar long- form registration statement or Form S-3 or any similar short-form registration statement, at its election, to register, in a non-underwritten offering, all Eligible Securities for which the Company has received notice of intent to register by Selling Stockholders pursuant to this Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months if the Company shall have been advised in writing by a nationally recognized independent investment banking firm that, in such firm's opinion, the filing of a registration statement for the Resale Registration immediately prior to the end of the original Resale Registration Period might materially and adversely affect the Company (including the price of the Company's Common Stock). When the Company proposes to file a registration statement for the Resale Registration, it will give written prompt notice to the Stockholders Holders of its intention to do so. Each Stockholder shall have so (but no later than twenty (20) Business Days prior to the anticipated filing date), and upon the written request of any or all of the Holders delivered to Athena within ten (10) Business Days from after the giving of any such notice to notify the Company in writing of such Stockholder's intention to have the Company include in the Resale Registration such Stockholder's Eligible Securities (which notice request shall specify the number of Eligible Securities (including shares of Common Stock issuable in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) Elan Shares intended to be disposed of by the Selling Stockholder each such Holder and the intended method of disposition thereof). The Company shall thereafter promptly prepare and file with the SEC the registration statement to effect the Resale Registration and shall , Athena will use its reasonable best efforts to cause effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Elan Shares that Athena has been so requested to register by such Holders (that shall then become Selling Holders), to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of the Elan Shares to be registered; provided, however, that: (a) if at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the registration statement filed in connection with such registration, Athena shall determine for any reason not to register all of the Other Securities to be registered in such registration, Athena 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 4.01, the Holders) and thereupon Athena 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 4.02), without prejudice, however, to the rights (if any) of any Selling Holders immediately to request that such registration statement be effected as a registration under Article III; (b) if the managing underwriter of a registration pursuant to become effectivethis Article IV advises Athena in writing (with a copy to the Selling Holders) that, in such underwriter's opinion, a registration of all Elan Shares that Athena has been requested to register by such Selling Holders at the time would materially and adversely affect the offering of the Other Securities, then (i) in the event that the size of the offering is the basis of such underwriter's opinion, the number of Elan Shares to be offered for the accounts of the Selling Holders shall be reduced pro rata on the basis of the number of Elan Shares requested by the Selling Holders to be offered to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such underwriter; provided that if Other Securities (other than Other Securities that were sold pursuant to the December 2001 Purchase Agreement) are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of Elan Shares intended to be offered by the Selling Holders than the fraction of similar reductions imposed on such other Persons over the amount of such Other Securities they intended to offer and (ii) in the event that the combination of securities to be offered is the basis of such underwriter's opinion, the Elan Shares to be included in such offering shall be reduced as described in clause (i) above (subject to the proviso in such clause) or, if such actions would, in the judgment of such underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Elan Shares requested to be included would have on such offering, such Elan Shares will be excluded entirely from such offering; and (c) Athena shall not be required to effect any registration of Elan Shares under this 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.

Notice and Registration. The If the Company hereby agrees proposes to file register any of its voting securities ("Other Securities") for public sale under the Securities Act, within the 18-month period immediately following the Closing Date (such period, subject to extension as provided below, the "Resale Registration Period"), on a registration statement on Form S-1 or any similar long- form registration statement or Form S-3 or any similar short-form registration statement, at its election, to register, and in a non-underwritten offering, all Eligible manner which would permit registration of Registrable Securities for which the Company has received notice of intent to register by Selling Stockholders pursuant to this Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months if the Company shall have been advised in writing by a nationally recognized independent investment banking firm that, in such firm's opinion, the filing of a registration statement for the Resale Registration immediately prior sale to the end of public under the original Resale Registration Period might materially and adversely affect the Company (including the price of the Company's Common Stock). When the Company proposes to file a registration statement for the Resale RegistrationSecurities Act, it will give prompt written notice to the Stockholders Holder of its intention to do so. Each Stockholder shall have ten (10) , and upon the written request of the Holder delivered to the Company within fifteen Business Days from after the giving of any such notice to notify the Company in writing of such Stockholder's intention to have the Company include in the Resale Registration such Stockholder's Eligible Securities (which notice request shall specify the number of Eligible Registrable Securities (including shares of Common Stock issuable in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) intended to be disposed of by the Selling Stockholder such Holder and the intended method of disposition thereof). The ) the Company shall thereafter promptly prepare and file will use its best efforts to effect, in connection with the SEC registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Holder, to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that: (a) if, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company receives the written opinion of the managing underwriters of such offering or offerings that the amount of shares to be registered by the Holder of the Registrable Securities could materially and adversely affect such offering, then the Company may reduce the number of Registrable Securities of Holder to be included in such offering; provided, that such Holder will be entitled to register the maximum number of Registrable Securities which the underwriters deem advisable in such written opinion (without regard to the limitations set forth in Section 7); (b) the Company shall not be required to effect any registration of Registrable Securities under this Section 3 incidental to the Resale Registration and registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans; and (c) A Holder shall use have the right to exercise registration rights pursuant to this Section 3 without limit during the term hereof. 131 No registration of Registrable Securities effected under this Section 3 shall relieve the Company of its reasonable best efforts obligation to cause such registration statement effect registrations of Registrable Securities pursuant to become effectiveSection 2.

Notice and Registration. The Company hereby agrees If at any time or from time to file time after ----------------------- the effectiveness of this Agreement BPB proposes to register any Common Stock ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by BPB or any other person) in an underwritten public offering and on a form and in a manner which would permit registration of Covered Shares for sale to the public under the Securities Act, it will give written notice to the each Stockholder of its intention to do so, and upon the written request of Stockholders (as to any such notice and the related registration of Covered Shares, "Requesting Stockholders") delivered to BPB within 10 business days after the 18-month period immediately following giving of any such notice (which request shall specify the Closing Date (Covered Shares intended to be disposed of by the Requesting Stockholder) requesting that BPB include in such periodregistered underwritten public i. if, subject at any time after giving such written notice of its intention to extension as provided below, register any Other Securities and prior to the "Resale Registration Period"), a effective date of the registration statement on Form S-1 or filed in connection with such registration, BPB shall determine for any similar long- form registration statement or Form S-3 or any similar short-form registration statementreason not to register the Other Securities, BPB shall give written notice of such determination to the Requesting Stockholders and BPB may, at its election, to register, in a non-underwritten offering, all Eligible Securities for which the Company has received notice be relieved of intent its obligation to register by Selling Stockholders pursuant to this Article 3, whether such Covered Shares in connection with a primary the registration of such Other Securities (but not from its Common Stock or otherwise obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.2), without prejudice, however, to the rights ("Resale Registration"). The Company shall have the right to select the timing if any) of the Resale Registration within Requesting Stockholders immediately to request that such registration be effected as a registration under Section 2 to the Resale Registration Periodextent that such request would comply with all of the terms and conditions of Section 2; ii. The Resale Registration Period shall be extended for a period of 12 additional months if the Company BPB shall have been advised in writing (with a copy to each Requesting Stockholder) by a nationally recognized independent investment banking firm selected by BPB (who is then acting as the managing underwriter for any such offering) that, in such firm's opinion, the filing inclusion of a registration statement for the Resale Registration immediately prior to the end all or any portion of the original Resale Registration Period might materially and adversely affect the Company (including the price of the Company's Common Stock). When the Company proposes to file a registration statement for the Resale Registration, it will give written notice to the Stockholders of its intention to do so. Each Stockholder shall have ten (10) Business Days from the giving of such notice to notify the Company in writing of such Stockholder's intention to have the Company include in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify the number of Eligible Securities (including shares of Common Stock issuable in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) Covered Shares then intended to be disposed of by Requesting Stockholders in the Selling proposed registration at that time would adversely affect in a significant manner the registration and offering of the Other Securities, the number of Covered Shares requested to be included in the proposed registration shall be reduced on a pro rata basis among all Requesting Stockholders based on the number of such Covered Shares requested to be included by each such Requesting Stockholder or, as the case may be, shall all be excluded from such registration in their entirety, to the extent necessary as determined by such investment banking firm to prevent the proposed registration of Other Securities from being so effected; provided, however, that -------- if as a result of the provisions of this Section 3.1(b), BPB is unable to include in such registration all of the Covered Shares requested by the Requesting Stockholders for inclusion in such registration, BPB shall so notify each Requesting Stockholder and give each Requesting Stockholder the intended method right to withdraw all Covered Shares requested by the Requesting Stockholder for inclusion in such registration from such registration by notice to BPB within 5 days after receipt of disposition thereof)BPB's notice; and iii. The Company BPB shall thereafter promptly prepare and file with the SEC not be required to effect any registration of Covered Shares under this Section 3 incidental to the registration statement to effect the Resale Registration and shall use of any of its reasonable best efforts to cause such registration statement to become effectivesecurities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit or similar plans.

Notice and Registration. The If the Company hereby agrees proposes to file register any 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 (to the extent to be offered for sale by the Company) on a form and in a manner which would permit registration of Eligible Securities for sale to the public under the Securities Act, it will give prompt written notice to the Investors of its intention to do so, and upon the written request of any Investor delivered to the Company within fifteen (15) Business Days after the 18-month period immediately following giving of any such notice (which request shall specify the Closing Date (number of Eligible Securities intended to be disposed of by such period, subject to extension as provided belowInvestor and the intended method of disposition thereof), the "Resale Registration Period"Company will use all reasonable efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Eligible Securities which the Company has been so requested to register by the Selling Investor(s), a to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of Eligible Securities so to be registered (it being understood by the parties hereto that the Company is also obligated under the Formation Registration Rights Agreement to similarly notify the Formation Investors of the Company's intention to register as such Other Securities, and to use all reasonable efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Eligible Formation Securities which the Company is so requested to register by the Formation Investors before any Eligible Securities are included in such registration); provided that: (i) if, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the registration statement on Form S-1 or filed in connection with such registration, the Company shall determine for any similar long- form registration statement or Form S-3 or any similar short-form registration statementreason not to register the Other Securities, the Company may, at its election, give written notice of such determination to register, in a non-underwritten offering, all the Investors and thereupon the Company shall be relieved of its obligation to register such Eligible Securities for which 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 4.2 hereof), without prejudice, however, to the rights (if any) of the Investors immediately to request that such registration be effected as a registration under Article III hereof; (ii) The Company has received notice of intent will not be required to register by Selling Stockholders effect any registration pursuant to this Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months IV 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, the filing of a registration statement for the Resale Registration immediately prior of Eligible Securities requested to the end of the original Resale Registration Period might be registered at that time would materially and adversely affect the Company (including Company's own scheduled offering of Other Securities together with any Eligible Formation Securities included in such registration; provided, however, that if an offering of some but not all of the price of Eligible Securities requested to be registered by the Investor(s) would not materially adversely affect the Company's Common Stock). When offering of Other Securities together with any Eligible Formation Securities included in such registration, the Company proposes to file a registration statement for the Resale Registration, it will give written notice to the Stockholders of its intention to do so. Each Stockholder shall have ten (10) Business Days from the giving of such notice to notify the Company in writing of such Stockholder's intention to have the Company include in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify the aggregate number of Eligible Securities (including shares of Common Stock issuable requested to be included in such offering by the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof Investors shall be determined in reduced pro rata according to the sole discretion total number of the Stockholder requesting registration hereunder) intended Eligible Securities requested to be disposed of registered by the Selling Stockholder and the intended method of disposition thereof). such Persons; (iii) The Company shall thereafter promptly prepare and file with the SEC not be required to effect any registration of Eligible Securities under this Article IV incidental to the registration statement of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or share options or other employee benefit plans or in connection with any "demand registration" requested by the Formation Investors under Article III of the Formation Registration Rights Agreement (except that in the case of such a demand registration being made by the Company on behalf of the Formation Investors, the Company will promptly notify the Investors hereunder and the Investors may request (within the time period specified by the Company) that Eligible Securities be included in such registration of Eligible Formation Securities, and, to the extent the Formation Investors expressly consent to the inclusion of some or all of the Eligible Securities so requested to be included in such demand registration of Eligible Formation Securities, the Company will make all reasonable efforts to effect the Resale Registration and registration of such of the Eligible Securities so requested to be registered.. (iv) Notwithstanding any request under Section 4.1(a) hereof, a Selling Investor may elect in writing prior to the effective date of a registration under this Article IV, not to register its Eligible Securities in connection with such registration. (v) No registration of Eligible Securities effected under this Article IV shall use relieve the Company of its reasonable best efforts obligation (if any) to cause such registration statement effect registrations of Eligible Securities pursuant to become effectiveArticle III hereof.

Notice and Registration. The If the Company hereby agrees proposes to file register any 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 Eligible Securities for sale to the public under the Securities Act, it will give prompt written notice to the Investors and the Management Investor of its intention to do so, and upon the written request of any Investor or the Management Investor delivered to the Company within fifteen (15) Business Days after the 18-month period immediately following giving of any such notice (which request shall specify the Closing Date (number of Eligible Securities intended to be disposed of by such period, subject to extension as provided belowInvestor or Management Investor and the intended method of disposition thereof), the "Resale Registration Period"Company will use all reasonable efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Eligible Securities which the Company has been so requested to register by the Selling Investor(s), a to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of Eligible Securities so to be registered; provided that: 4.1. if, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the registration statement on Form S-1 or filed in connection with such registration, the Company shall determine for any similar long- form registration statement or Form S-3 or any similar short-form registration statementreason not to register the Other Securities, the Company may, at its election, give written notice of such determination to register, in a non-underwritten offering, all the Investors and the Management Investor and thereupon the Company shall be relieved of its obligation to register such Eligible Securities for which 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 4.2 hereof), without prejudice, however, to the rights (if any) of the Investors immediately to request that such registration be effected as a registration under Article 3 hereof; 4.2. The Company has received notice of intent will not be required to register by Selling Stockholders effect any registration pursuant to this Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months 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, the filing of a registration statement for the Resale Registration immediately prior of Eligible Securities requested to the end of the original Resale Registration Period might be registered at that time would materially and adversely affect the Company (including Company's own scheduled offering of Other Securities; provided, however, that if an offering of some but not all of the price of Eligible Securities requested to be registered by the Investor(s) and the Management Investor would not materially adversely affect the Company's Common Stock). When offering of Other Securities, the Company proposes to file a registration statement for the Resale Registration, it will give written notice to the Stockholders of its intention to do so. Each Stockholder shall have ten (10) Business Days from the giving of such notice to notify the Company in writing of such Stockholder's intention to have the Company include in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify the aggregate number of Eligible Securities (including shares of Common Stock issuable requested to be included in such offering by the future upon Investors and the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof Management Investor shall be determined in reduced pro rata according to the sole discretion total number of the Stockholder requesting registration hereunder) intended Eligible Securities requested to be disposed of registered by the Selling Stockholder and the intended method of disposition thereof)such Persons; 4.3. The Company shall thereafter promptly prepare and file with the SEC not be required to effect any registration of Eligible Securities under this Article 4 incidental to the registration statement of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or share options or other employee benefit plans. 4.4. Notwithstanding any request under Section 4.1(a) hereof, a Selling Investor may elect in writing prior to the effective date of a registration under this Article 4, not to register its Eligible Securities in connection with such registration. 4.5. No registration of Eligible Securities effected under this Article 4 shall relieve the Company of its obligation (if any) to effect the Resale Registration and shall use its reasonable best efforts registrations of Eligible Securities pursuant to cause such registration statement to become effectiveArticle 3 hereof.

Notice and Registration. The Company hereby agrees If at any time or from time to file time after the effectiveness of this Agreement BPB proposes to register any Common Stock ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by BPB or any other person) in an underwritten public offering and on a form and in a manner which would permit registration of Covered Shares for sale to the public under the Securities Act, it will give written notice to the each Stockholder of its intention to do so, and upon the written request of Stockholders (as to any such notice and the related registration of Covered Shares, "Requesting Stockholders") delivered to BPB within 10 business days after the 18-month period immediately following giving of any such notice (which request shall specify the Closing Date (Covered Shares intended to be disposed of by the Requesting Stockholder) requesting that BPB include in such periodregistered underwritten public offering any number of Covered Shares owned by such Requesting Stockholders, subject BPB will use its reasonable best efforts to extension as provided beloweffect, in connection with the registration of the Other Securities, the "Resale Registration Period")registration under the Securities Act of all Covered Shares which BPB has been so requested to register by such Requesting Stockholders, a to the extent required to permit the disposition of Covered Shares so to be registered; PROVIDED that: (a) if, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the registration statement on Form S-1 or filed in connection with such registration, BPB shall determine for any similar long- form registration statement or Form S-3 or any similar short-form registration statementreason not to register the Other Securities, BPB shall give written notice of such determination to the Requesting Stockholders and BPB may, at its election, to register, in a non-underwritten offering, all Eligible Securities for which the Company has received notice be relieved of intent its obligation to register by Selling Stockholders pursuant to this Article 3, whether such Covered Shares in connection with a primary the registration of such Other Securities (but not from its Common Stock or otherwise obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 3.2), without prejudice, however, to the rights ("Resale Registration"). The Company shall have the right to select the timing if any) of the Resale Registration within Requesting Stockholders immediately to request that such registration be effected as a registration under Section 2 to the Resale Registration Period. The Resale Registration Period shall be extended for a period extent that such request would comply with all of 12 additional months the terms and conditions of Section 2; (b) if the Company BPB shall have been advised in writing (with a copy to each Requesting Stockholder) by a nationally recognized independent investment banking firm selected by BPB (who is then acting as the managing underwriter for any such offering) that, in such firm's opinion, the filing inclusion of a registration statement for the Resale Registration immediately prior to the end all or any portion of the original Resale Registration Period might materially and adversely affect the Company (including the price of the Company's Common Stock). When the Company proposes to file a registration statement for the Resale Registration, it will give written notice to the Stockholders of its intention to do so. Each Stockholder shall have ten (10) Business Days from the giving of such notice to notify the Company in writing of such Stockholder's intention to have the Company include in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify the number of Eligible Securities (including shares of Common Stock issuable in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) Covered Shares then intended to be disposed of by Re questing Stockholders in the Selling proposed registration at that time would adversely affect in a significant manner the registration and offering of the Other Securities, the number of Covered Shares requested to be included in the proposed registration shall be reduced on a pro rata basis among all Requesting Stockholders based on the number of such Covered Shares requested to be included by each such Requesting Stockholder or, as the case may be, shall all be excluded from such registration in their entirety, to the extent necessary as determined by such investment banking firm to prevent the proposed registration of Other Securities from being so effected; PROVIDED, however, that if as a result of the provisions of this Section 3.1(b), BPB is unable to include in such registration all of the Covered Shares requested by the Requesting Stockholders for inclusion in such registration, BPB shall so notify each Requesting Stockholder and give each Requesting Stockholder the intended method right to withdraw all Covered Shares requested by the Requesting Stock holder for inclusion in such registration from such registration by notice to BPB within 5 days after receipt of disposition thereof). The Company BPB's notice; and (c) BPB shall thereafter promptly prepare and file with the SEC not be required to effect any registration of Covered Shares under this Section 3 incidental to the registration statement to effect the Resale Registration and shall use of any of its reasonable best efforts to cause such registration statement to become effectivesecurities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit or similar plans.

Notice and Registration. The If the Company hereby agrees proposes to file register any shares of Common Stock or other securities issued by it having terms substantially similar to Registrable 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 Registrable Securities for sale to the public under the Securities Act, it will give prompt written notice to Philips of its intention to do so, which notice Philips shall keep confidential, and upon the written request of Philips delivered to the Company within fifteen (15) Business Days after the 18-month period immediately following giving of any such notice (which request shall specify the Closing Date (such periodnumber of Registrable Securities intended to be disposed of by Philips and the intended method of disposition thereof) the Company will use its commercially reasonable efforts to effect, subject to extension as provided belowin connection with the registration of the Other Securities, the "Resale registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by Philips, to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of Registrable Securities so to be registered, provided that: (a) if, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the Registration Period")Statement filed in connection with such registration, a registration statement on Form S-1 or the Company shall determine for any similar long- form registration statement or Form S-3 or any similar short-form registration statementreason not to register the Other Securities, the Company may, at its election, give written notice of such determination to register, in a non-underwritten offering, all Eligible Securities for which Philips and thereupon the Company has received notice shall be relieved of intent its obligation to register by Selling Stockholders such Registrable Securities 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 3.2), without prejudice, however, to the rights (if any) of Philips immediately to request 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 Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months Section 3 if the Company shall have been advised in writing (with a copy to Philips) 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 filing registration of a registration statement for the Resale Registration immediately prior to the end of the original Resale Registration Period might materially and such Registrable Securities at that time would adversely affect the Company (including Company's own scheduled offering, provided, however, that if an offering of some but not all of the price of shares requested to be registered pursuant to this Section 3 would not adversely affect the Company's offering, the aggregate number of shares requested to be included in such offering by Philips shall be reduced accordingly; and (c) the Company shall not be required to effect any registration of 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 any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Stock). When , (iv) in connection with an offering solely to employees of the Company proposes or its subsidiaries, or (v) relating to file a transaction pursuant to Rule 145 of the Securities Act. No registration statement for of Registrable Securities effected under this Section 3 shall relieve the Resale Registration, it will give written notice to the Stockholders Company of its intention to do so. Each Stockholder shall have ten obligation (10if any) Business Days from the giving of such notice to notify the Company in writing of such Stockholder's intention to have the Company include in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify the number of Eligible Securities (including shares of Common Stock issuable in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) intended to be disposed of by the Selling Stockholder and the intended method of disposition thereof). The Company shall thereafter promptly prepare and file with the SEC the registration statement to effect the Resale Registration and shall use its reasonable best efforts registrations of Registrable Securities pursuant to cause such registration statement to become effectiveSection 2.

Notice and Registration. The If the Company hereby agrees proposes to file register Eligible Securities or any other securities 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 Eligible Securities or Other Securities for sale to the public under the Securities Act, within the 18-month period immediately following the Closing Date (such period, subject to extension as provided below, the "Resale Registration Period"), a registration statement on Form S-1 or any similar long- form registration statement or Form S-3 or any similar short-form registration statement, at its election, to register, in a non-underwritten offering, all Eligible Securities for which the Company has received notice of intent to register by Selling Stockholders pursuant to this Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months if the Company shall have been advised in writing by a nationally recognized independent investment banking firm that, in such firm's opinion, the filing of a registration statement for the Resale Registration immediately prior to the end of the original Resale Registration Period might materially and adversely affect the Company (including the price of the Company's Common Stock). When the Company proposes to file a registration statement for the Resale Registration, it will give prompt written notice to the Stockholders all Holders of its intention to do so, including the identities of any Significant Stockholder exercising registration rights pursuant to Article 3 hereof. Each Stockholder shall have ten Upon the written request of any Holder delivered to the Company within fifteen (1015) Business Days from after the giving of any such notice to notify the Company in writing of such Stockholder's intention to have the Company include in the Resale Registration such Stockholder's Eligible Securities (which notice request shall specify the number of Eligible Securities (including shares of Common Stock issuable in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) Other Securities intended to be disposed of by the Selling Stockholder such Holder and the intended method of disposition thereof) the Company will use reasonable efforts to effect the registration under the Securities Act of all Eligible Securities or Other Securities which the Company has been so requested to register by such Holder (the "Selling Stockholder"), provided that: (a) if, at any time after giving such written notice of its intention to register any Eligible Securities or 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 the Eligible Securities or Other Securities the Company may, at its election, give written notice of such determination to such Holder and thereupon the Company shall be relieved of its obligation to register such Eligible Securities or Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 4.2), without prejudice, however, to the rights (if any) of any Significant Stockholder immediately to request that such registration be effected as a registration under Article 3; (b) if the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 4.1. In such event, the right of each of the Holders to registration pursuant to this Section 4.1(b) shall be conditioned upon such Holders' participation in such underwriting and the inclusion of such Holders' Eligible Securities or Other Securities in the underwriting to the extent provided herein. The Holders whose shares are to be included in such registration shall (together with the Company and the Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 4.1(b), if the representative determines that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of such securities to be included in the registration and underwriting to not less than twenty-five percent (25%) of the shares included therein (based on the number of shares). The Company shall thereafter promptly prepare so advise all holders of securities requesting registration, and file with the SEC number of shares of securities that are entitled to be included in the registration statement 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 Eligible Securities and other than securities held by 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 and Demanding 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. If any of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Eligible Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; (c) the Company shall not be required to effect any registration of Eligible Securities or Other Securities under this Article 4 incidental to the Resale Registration and registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit plans; and (d) the Company shall use not be required to register any Eligible Securities or Other Securities if the intended method or methods of distribution for the Eligible Securities or Other Securities is from time to time in multiple transactions. No registration of Eligible Securities or Other Securities effected under this Article 4 shall relieve the Company of its reasonable best efforts obligation (if any) to cause such registration statement effect registrations of Eligible Securities pursuant to become effectiveArticle 3.

Notice and Registration. The If the Company hereby agrees proposes to file register Eligible Securities or any other securities 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 Eligible Securities or Other Securities for sale to the public under the Securities Act, within the 18-month period immediately following the Closing Date (such period, subject to extension as provided below, the "Resale Registration Period"), a registration statement on Form S-1 or any similar long- form registration statement or Form S-3 or any similar short-form registration statement, at its election, to register, in a non-underwritten offering, all Eligible Securities for which the Company has received notice of intent to register by Selling Stockholders pursuant to this Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months if the Company shall have been advised in writing by a nationally recognized independent investment banking firm that, in such firm's opinion, the filing of a registration statement for the Resale Registration immediately prior to the end of the original Resale Registration Period might materially and adversely affect the Company (including the price of the Company's Common Stock). When the Company proposes to file a registration statement for the Resale Registration, it will give prompt written notice to the Stockholders all Holders of its intention to do so, including the identities of any Significant Stockholder exercising registration rights pursuant to Article 3 hereof. Each Stockholder shall have ten Upon the written request of any Holder delivered to the Company within fifteen (1015) Business Days from after the giving of any such notice to notify the Company in writing of such Stockholder's intention to have the Company include in the Resale Registration such Stockholder's Eligible Securities (which notice request shall specify the number of Eligible Securities (including shares of Common Stock issuable in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) Other Securities intended to be disposed of by the Selling Stockholder such Holder and the intended method of disposition thereof) the Company will use reasonable efforts to effect the registration under the Securities Act of all Eligible Securities or Other Securities which the Company has been so requested to register by such Holder (the "Selling Stockholder"), provided that: (a) if, at any time after giving such written notice of its intention to register any Eligible Securities or 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 the Eligible Securities or Other Securities the Company may, at its election, give written notice of such determination to such Holder and thereupon the Company shall be relieved of its obligation to register such Eligible Securities or Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 4.2), without prejudice, however, to the rights (if any) of any Significant Stockholder immediately to request that such registration be effected as a registration under Article 3; (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 4.1. In such event, the right of each of the Holders to registration pursuant to this Section 4.1(b) shall be conditioned upon such Holders' participation in such underwriting and the inclusion of such Holders' Eligible Securities or Other Securities in the underwriting to the extent provided herein. The Holders whose shares are to be included in such registration shall (together with the Company and the Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 4.1(b), if the representative determines that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of such securities to be included in the registration and underwriting to not less than twenty-five percent (25%) of the shares included therein (based on the number of shares). The Company shall thereafter promptly prepare so advise all holders of securities requesting registration, and file with the SEC number of shares of securities that are entitled to be included in the registration statement 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 Eligible Securities and other than securities held by 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 and Demanding 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. If any of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Eligible Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) the Company shall not be required to effect any registration of Eligible Securities or Other Securities under this Article 4 incidental to the Resale Registration and registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit plans; and (d) the Company shall use not be required to register any Eligible Securities or Other Securities if the intended method or methods of distribution for the Eligible Securities or Other Securities is from time to time in multiple transactions. No registration of Eligible Securities or Other Securities effected under this Article 4 shall relieve the Company of its reasonable best efforts obligation (if any) to cause such registration statement effect registrations of Eligible Securities pursuant to become effectiveArticle 3.

Notice and Registration. The Upon written notice from a Holder or Holders owning Eligible Securities requesting that the Company hereby agrees to file effect the registration under the Securities ActAct of all or part of the Eligible Securities held by such Holders, within which notice shall specify the 18-month period immediately following the Closing Date (intended method or methods of disposition of such period, subject to extension as provided belowEligible Securities, the "Resale Registration Period"), a Company will use all commercially reasonable efforts to effect (at the earliest possible date) the registration statement on Form S-1 or any similar long- form registration statement or Form S-3 or any similar short-form registration statement, at its election, to register, in a non-underwritten offering, all under the Securities Act of such Eligible Securities for disposition in accordance with the intended method or methods of disposition stated in such request (which request may be satisfied by means of a shelf registration statement pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement") if the Company has received notice of intent is then eligible to register the Eligible Securities on Form S-3 under the Securities Act or any successor form; and the Company agrees that it will use such a Shelf Registration Statement if the Company is then eligible to do so and the Shelf Registration Statement is requested by Selling Stockholders the Holder in its written notice requesting registration), provided that: (1) if the Company shall have previously effected a registration with respect to a Holder's Eligible Securities pursuant to Article 4 hereof, the Company shall not be required to effect a registration for such Holder's Eligible Securities pursuant to this Article 3 until a period of six (6) months shall have elapsed from the effective date of the most recent such previous registration; (2) if, upon receipt of a registration request pursuant to this Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months if the Company shall have been 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 3 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"); provided, however, that the Company may not exercise its rights to delay any registration under this Section 3.1(b) (x) more than once in any twelve (12) month period and (y) within four (4) months of the end of any delay effected pursuant to Section 3.1(c); and provided further that in no event shall Suspension Events and Company Sale Periods be permitted to take effect for more than an aggregate of ninety (90) days in any twelve (12) month period; (3) if, while a registration request is pending pursuant to this Article 3, the Company determines in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement for or the Resale Registration immediately prior declaration of effectiveness would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise adversely affect a material financing, acquisition, disposition, merger or other comparable transaction involving the Company (such circumstances being hereinafter referred to as a "Suspension Event"), the Company shall deliver a certificate to such effect signed by its Chairman, President or any Vice President to the Selling Holders and the Company shall not be required to effect a registration pursuant to this Article 3 until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material or (ii) sixty (60) days after the Company makes such good faith determination; provided, however, that in no event shall 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 end of any Suspension Event with respect to the original Resale Registration Period might materially same or substantially the same facts or circumstances; and adversely affect provided further that in no event shall Suspension Events and Company Sale Periods be permitted to exist for more than an aggregate of ninety (90) days in any twelve (12) month period; (4) the Company (including shall not be required to effect more than one registration for the price Holders pursuant to this Section 3.1. No registration of the Company's Common Stock). When Eligible Securities under this Article 3 shall relieve the Company proposes to file a registration statement for the Resale Registration, it will give written notice to the Stockholders of its intention obligation (if any) to do so. Each Stockholder shall have ten effect registrations of Eligible Securities pursuant to Article 4; and (105) Business Days from if the giving Eligible Securities of such notice a Holder are registered for resale pursuant to notify an effective Shelf Registration Statement filed by the Company in writing compliance with this Agreement, then, for so long as that Shelf Registration Statement is effective and available for use by that Holder in compliance with applicable securities and other laws and without the need for any further action by the Company, and the Company is otherwise complying with any requirements of such Stockholder's intention this Agreement relating to the Shelf Registration Statement, the Company will be deemed to have satisfied its obligations pursuant to this Section 3 with respect to that Holder and the Eligible Securities so registered. For the avoidance of doubt, at any time in its sole discretion the Company may elect to include in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify the number of Eligible Securities (including shares of Common Stock issuable any Holder, or any portion thereof, in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) intended to be disposed of any Shelf Registration Statement being filed by the Selling Stockholder and the intended method of disposition thereof). The Company shall thereafter promptly prepare and file with the SEC the registration statement to effect the Resale Registration and shall use its reasonable best efforts to cause such registration statement to become effectiveCompany.

Notice and Registration. The If the Company hereby agrees proposes to file register any shares of Common Stock or other securities issued by it having terms substantially similar to Registrable 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 Registrable Securities for sale to the public under the Securities Act, it will give prompt written notice to Philips of its intention to do so, which notice Philips shall keep confidential, and upon the written request of Philips delivered to the Company within fifteen (15) Business Days after the 18-month period immediately following giving of any such notice (which request shall specify the Closing Date (such periodnumber of Registrable Securities intended to be disposed of by Philips and the intended method of disposition thereof) the Company will use its commercially reasonable efforts to effect, subject to extension as provided belowin connection with the registration of the Other Securities, the "Resale registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by Philips, to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of Registrable Securities so to be registered, provided that: (a) if, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the Registration Period")Statement filed in connection with such registration, a registration statement on Form S-1 or the Company shall determine for any similar long- form registration statement or Form S-3 or any similar short-form registration statementreason not to register the Other Securities, the Company may, at its election, give written notice of such determination to register, in a non-underwritten offering, all Eligible Securities for which Philips and thereupon the Company has received notice shall be relieved of intent its obligation to register by Selling Stockholders such Registrable Securities 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 3.2), without prejudice, however, to the rights (if any) of Philips immediately to request 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 Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months Section 3 if the Company shall have been advised in writing (with a copy to Philips) 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 ’s opinion, the filing registration of a registration statement for the Resale Registration immediately prior to the end of the original Resale Registration Period might materially and such Registrable Securities at that time would adversely affect the Company (including the price Company’s own scheduled offering, 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 adversely affect the Company's ’s offering, the aggregate number of shares requested to be included in such offering by Philips shall be reduced accordingly; and (c) the Company shall not be required to effect any registration of 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 any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Stock). When , (iv) in connection with an offering solely to employees of the Company proposes or its subsidiaries, or (v) relating to file a transaction pursuant to Rule 145 of the Securities Act. No registration statement for of Registrable Securities effected under this Section 3 shall relieve the Resale Registration, it will give written notice to the Stockholders Company of its intention to do so. Each Stockholder shall have ten obligation (10if any) Business Days from the giving of such notice to notify the Company in writing of such Stockholder's intention to have the Company include in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify the number of Eligible Securities (including shares of Common Stock issuable in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) intended to be disposed of by the Selling Stockholder and the intended method of disposition thereof). The Company shall thereafter promptly prepare and file with the SEC the registration statement to effect the Resale Registration and shall use its reasonable best efforts registrations of Registrable Securities pursuant to cause such registration statement to become effectiveSection 2.

Notice and Registration. The Upon written notice from a Holder or Holders owning Eligible Securities requesting that the Company hereby agrees to file effect the registration under the Securities ActAct of all or part of the Eligible Securities held by such Holders, within which notice shall specify the 18-month period immediately following the Closing Date (intended method or methods of disposition of such period, subject to extension as provided belowEligible Securities, the "Resale Registration Period"), a Company will use all commercially reasonable efforts to effect (at the earliest possible date) the registration statement on Form S-1 or any similar long- form registration statement or Form S-3 or any similar short-form registration statement, at its election, to register, in a non-underwritten offering, all under the Securities Act of such Eligible Securities for disposition in accordance with the intended method or methods of disposition stated in such request (which request may be satisfied by means of a shelf registration statement pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement") if the Company has received notice of intent is then eligible to register the Eligible Securities on Form S-3 under the Securities Act or any successor form; and the Company agrees that it will use such a Shelf Registration Statement if the Company is then eligible to do so and the Shelf Registration Statement is requested by Selling Stockholders the Holder in its written notice requesting registration), provided that: (1) if the Company shall have previously effected a registration with respect to a Holder's Eligible Securities pursuant to Article 4 hereof, the Company shall not be required to effect a registration for such Holder's Eligible Securities pursuant to this Article 3 until a period of six (6) months shall have elapsed from the effective date of the most recent such previous registration; (2) if, upon receipt of a registration request pursuant to this Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months if the Company shall have been 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 3 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"); provided, however, that the Company may not exercise its rights to delay any registration under this Section 3.1(b) (x) more than once in any twelve (12) month period and (y) within four (4) months of the end of any delay effected pursuant to Section 3.1(c); and provided further that in no event shall Suspension Events and Company Sale Periods be permitted to take effect for more than an aggregate of ninety (90) days in any twelve (12) month period; (3) if, while a registration request is pending pursuant to this Article 3, the Company determines in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement for or the Resale Registration immediately prior declaration of effectiveness would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise adversely affect a material financing, acquisition, disposition, merger or other comparable transaction involving the Company (such circumstances being hereinafter referred to as a "Suspension Event"), the Company shall deliver a certificate to such effect signed by its Chairman, President or any Vice President to the Selling Holders and the Company shall not be required to effect a registration pursuant to this Article 3 until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material or (ii) sixty (60) days after the Company makes such good faith determination; provided, however, that in no event shall 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 end of any [5[ Suspension Event with respect to the original Resale Registration Period might materially same or substantially the same facts or circumstances; and adversely affect provided further that in no event shall Suspension Events and Company Sale Periods be permitted to exist for more than an aggregate of ninety (90) days in any twelve (12) month period; (4) the Company (including shall not be required to effect more than one registration for the price Holders pursuant to this Section 3.1. No registration of the Company's Common Stock). When Eligible Securities under this Article 3 shall relieve the Company proposes to file a registration statement for the Resale Registration, it will give written notice to the Stockholders of its intention obligation (if any) to do so. Each Stockholder shall have ten effect registrations of Eligible Securities pursuant to Article 4; and (105) Business Days from if the giving Eligible Securities of such notice a Holder are registered for resale pursuant to notify an effective Shelf Registration Statement filed by the Company in writing compliance with this Agreement, then, for so long as that Shelf Registration Statement is effective and available for use by that Holder in compliance with applicable securities and other laws and without the need for any further action by the Company, and the Company is otherwise complying with any requirements of such Stockholder's intention this Agreement relating to the Shelf Registration Statement, the Company will be deemed to have satisfied its obligations pursuant to this Section 3 with respect to that Holder and the Eligible Securities so registered. For the avoidance of doubt, at any time in its sole discretion the Company may elect to include in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify the number of Eligible Securities (including shares of Common Stock issuable any Holder, or any portion thereof, in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) intended to be disposed of any Shelf Registration Statement being filed by the Selling Stockholder and the intended method of disposition thereof). The Company shall thereafter promptly prepare and file with the SEC the registration statement to effect the Resale Registration and shall use its reasonable best efforts to cause such registration statement to become effectiveCompany.

Notice and Registration. The Upon written notice from a Holder or Holders, or a Holder or Holders owning Eligible Securities, requesting that the Company hereby agrees to file effect the registration under the Securities Act, within Act of all or part of the 18Eligible Securities held by such Holders or issuable to such Holders upon conversion or exchange of K-month period immediately following the Closing Date (such period, subject to extension as provided belowSCUs or Common Units, the "Resale Registration Period"), a Company will use all commercially reasonable efforts to effect (at the earliest possible date) the registration statement on Form S-1 or any similar long- form registration statement or Form S-3 or any similar short-form registration statement, at its election, to register, in a non-underwritten offering, under the Securities Act of all Eligible Securities held by or issuable to all Holders for which disposition by means of a shelf registration statement for all Eligible Securities pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement") if the Company has received notice of intent is then eligible to register by Selling Stockholders the Eligible Securities on Form S-3 under the Securities Act or any successor form, provided that: (a) if, upon receipt of a registration request pursuant to this Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months if the Company shall have been 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 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 3 until the earliest of (i) sixty (60) days after the completion of such Company Offering, (ii) promptly after abandonment of such Company Offering or (iii) one hundred and twenty (120) days after the date of written notice from the Holders who initially requested registration (such period a "Company Sale Period"); (b) if, while a registration request is pending pursuant to this Article 3, the Company determines in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement for or the Resale Registration immediately prior declaration of effectiveness would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise adversely affect a material financing, acquisition, disposition, merger or other comparable transaction involving the Company, the Company shall deliver a certificate to such effect signed by its Chairman, President or any Vice President to the end Selling Holders and the Company shall not be required to effect a registration pursuant to this Article 3 until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material or (ii) sixty (60) days after the Company makes such good faith determination; and (c) if the Eligible Securities of a Holder are registered for resale pursuant to an effective Shelf Registration Statement filed by the Company in compliance with this Agreement, then, for so long as that Shelf Registration Statement is effective and available for use by that Holder in compliance with applicable securities and other laws and without the need for any further action by the Company, and the Company is otherwise complying with any requirements of this Agreement relating to the Shelf Registration Statement, the Company will be deemed to have satisfied its obligations pursuant to this Section 3 with respect to that Holder and the Eligible Securities so registered. For the avoidance of doubt, at any time in its sole discretion the Company may elect to include the Eligible Securities of the original Resale Holders, or any portion thereof, in any Shelf Registration Period might materially Statement being filed by the Company, and adversely affect the Company (including the price of such registration shall be deemed to have satisfied the Company's Common Stock). When obligations pursuant to this Section 3 with respect to that Holder and the Company proposes to file a registration statement for the Resale Registration, it will give written notice to the Stockholders of its intention to do so. Each Stockholder shall have ten (10) Business Days from the giving of such notice to notify the Company in writing of such Stockholder's intention to have the Company include in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify the number of Eligible Securities (including shares of Common Stock issuable in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) intended to be disposed of by the Selling Stockholder and the intended method of disposition thereof). The Company shall thereafter promptly prepare and file with the SEC the registration statement to effect the Resale Registration and shall use its reasonable best efforts to cause such registration statement to become effectiveso registered.

Notice and Registration. The Company hereby agrees At any time and from time to file time after the effectiveness of this Agreement, subject to the terms and conditions set forth here in, upon written notice of Stockholders (as to any such notice and the related registration of Covered Shares, "Requesting Stockholders") requesting that BPB effect the registration under the Securities Act, within the 18-month period immediately following the Closing Date (such period, subject to extension as provided below, the "Resale Registration Period"), a registration statement on Form S-1 or any similar long- form registration statement or Form S-3 or any similar short-form registration statement, at its election, to register, in a non-underwritten offering, all Eligible Securities for which the Company has received notice Act of intent to register by Selling Stockholders pursuant to this Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months if the Company shall have been advised in writing by a nationally recognized independent investment banking firm that, in such firm's opinion, the filing of a registration statement for the Resale Registration immediately prior to the end of the original Resale Registration Period might materially and adversely affect the Company (including the price of the Company's Common Stock). When the Company proposes to file a registration statement for the Resale Registration, it will give written notice to the Stockholders of its intention to do so. Each Stockholder shall have ten (10) Business Days from the giving of such notice to notify the Company in writing of such Stockholder's intention to have the Company include not less than 100,000 Covered Shares in the Resale Registration such Stockholder's Eligible Securities (aggregate held by them, which notice shall specify the number intended method or methods of Eligible Securities disposition of such Covered Shares, BPB will promptly give written notice (including shares the "BPB Notice") of Common Stock issuable such requested registration to all other Stockholders then holding Covered Shares. Any such Stockholder who wishes to have Covered Shares included in such registration shall give written notice delivered to BPB within 20 days after the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion date of the BPB Notice indicating such intent, upon which such Stockholder requesting registration hereunder) intended will become a Requesting Stockholder with respect to be disposed of by the Selling Stockholder related notice and the intended method of disposition thereof)registration. The Company shall thereafter promptly prepare and file with the SEC the registration statement to effect the Resale Registration and shall BPB will use its reasonable best efforts to cause promptly effect the registration under the Securities Act of the Covered Shares requested to be registered by the Requesting Stockholders on Form S-3 or SB-1 (or any successor form substantially equivalent thereto) or, if such forms are not then available to BPB, such other appropriate form as BPB may elect, for disposition in accordance with the in tended method or methods of disposition stated in such request, PROVIDED that: (a) BPB shall not be required to effect more than one (1) registration of Covered Shares pursuant to this Section 2 during any consecutive twelve month period. No registration of Covered Shares under Section 2 which shall not become effective shall be deemed to be a registration statement for the purposes of this sentence; (b) in the event that as to become effective.any request for registration pursuant to this Section 2, Requesting Stockholders request the registration of more than 800,000 Covered Shares in the aggregate, BPB may in its sole discretion by written notice to each Requesting Stockholder reduce the number of Covered Shares of each Requesting Stockholder to be registered in response to such request, pro rata based on the number of Covered Shares requested to be registered, to the extent neces-

Notice and Registration. The If, at any time on or after the first anniversary of the Effective Date, the Company hereby agrees proposes to file register any shares of Common Stock or other securities ("Other Securities") issued by it having terms substantially similar to Eligible Securities for public sale under the Securities Act in a manner which would permit registration of Eligible Securities for sale of the public under the Securities Act, it will give prompt written notice to Holders of its intention to do so, and upon the written request of Holders delivered to the Company within five (5) Business Days after the 18-month period immediately following giving of any such notice (which request shall specify the Closing Date (such periodnumber of Eligible Securities intended to be disposed of by the Selling Holders and the intended method of disposition thereof) the Company will use all reasonable efforts to effect, subject to extension as provided belowin connection with the registration of the Other Securities, the "Resale Registration Period")registration under the Securities Act of all Eligible Securities which the Company has been so requested to register by the Selling Holders, a to the extent required to permit the public sale (in accordance with the intended method or methods thereof as aforesaid) of Eligible Securities so to be registered, PROVIDED that: (a) If, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the registration statement on Form S-1 or filed in connection with such registration, the Company shall determine for any similar long- form registration statement or Form S-3 or any similar short-form registration statementreason not to register the Other Securities, the Company may, at its election, give written notice of such determination to register, in a non-underwritten offering, all Holders and thereupon the Company shall be relieved of its obligation to register such Eligible Securities for which 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 3.2); (b) The Company has received notice of intent will not be required to register by Selling Stockholders effect any registration pursuant to this Article 3, whether in connection with a primary registration of its Common Stock or otherwise ("Resale Registration"). The Company shall have the right to select the timing of the Resale Registration within the Resale Registration Period. The Resale Registration Period shall be extended for a period of 12 additional months 3 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 Other Securities by the Company that, in such firm's opinion, the filing of a registration statement for the Resale Registration immediately prior pursuant to the end of the original Resale Registration Period might this Article 3 at that time may materially and adversely affect the Company (including the price of effect the Company's Common Stock). When own scheduled offering; and (c) The Company shall not be required to effect any registration of Eligible Securities under this Article 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscriptions offers, dividend reinvestment plans or stock options or other employee benefit plans. (d) In no event shall the Company proposes be required to register Eligible Securities unless such Eligible Securities have a market value of less than $250,000, or such lesser amount as the Company may agree, on the date that the Company gives notice to Holders pursuant to this Section 3.1 of its intention to file a registration statement for under the Resale Registration, it will give written notice to the Stockholders of its intention to do so. Each Stockholder shall have ten (10) Business Days from the giving of such notice to notify the Company in writing of such Stockholder's intention to have the Company include in the Resale Registration such Stockholder's Eligible Securities (which notice shall specify the number of Eligible Securities (including shares of Common Stock issuable in the future upon the conversion, exercise or exchange of preferred stock, notes or other evidences of indebtedness, the timing of which conversion, exercise or exchange thereof shall be determined in the sole discretion of the Stockholder requesting registration hereunder) intended to be disposed of by the Selling Stockholder and the intended method of disposition thereof). The Company shall thereafter promptly prepare and file with the SEC the registration statement to effect the Resale Registration and shall use its reasonable best efforts to cause such registration statement to become effectiveAct.