Common use of Notice of Registration Clause in Contracts

Notice of Registration. If at any time after the date hereof, the Company proposes to file a Registration Statement on Form X-0, X-0 or S-3, their successor forms or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of the Company for its own account or for the account of any of its respective securityholders (a "Proposed Registration"), then the Company shall give prompt written notice of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securities; provided, however, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securities.

Notice of Registration. If It, at any time after commencing upon the date upon which all or any portion of the Partnership Units shall have been redeemed for the Redemption Shares (but not if such Partnership Units shall have been redeemed for cash in accordance with the provisions hereof), the Company proposes to file files a Registration Statement on Form X-0, X-0 or S-3, their successor forms or any other form registration statement under the Securities Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to firm commitment underwritten public offering of any common stock securities of the Company, the Company for its own account shall give thirty (30) days prior written notice thereof to each Limited Partner and shall, upon the written request of any or all of the Limited Partners, include in the underwritten public offering the number of Redemption Shares that each such Limited Partner may request (except as set forth in Section 8.07(b) below). The Company will keep such registration statement effective and current under the Securities Act permitting the sale of Redemption Shares covered thereby for the account of same period that the registration statement is maintained effective for the other persons (including the Company) selling thereunder. In any underwritten offering, however, the Redemption Shares to be included will be sold at the same time and at the same price as the Company's securities. In the event that the Company fails to receive a written request from a Limited Partner within thirty (30) days of its respective securityholders (a "Proposed Registration")written notice, then the Company shall give prompt written notice have no obligation to include any of the Redemption Shares in the offering. In connection with any registration statement or subsequent amendment or similar document filed pursuant to this Section 8.07, the Company shall take all reasonable steps to make the securities covered thereby eligible for public offering and sale under the securities or blue sky laws of the applicable jurisdictions by the effective date of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securitiesregistration statement; provided, however, provided that in no event shall the Company be required obligated to reduce the number of securities proposed qualify to be sold by the Company or alter the terms of the securities proposed to be sold by the Company do business in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time jurisdiction where it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that is not so qualified at the time of request filing such Holder does documents or to take any action which would subject it to unlimited service of process in any jurisdiction where it is not hold so subject at such time. The Company shall keep such filing current for the Common Stock length of time it must keep any registration statement, post-effective amendment, prospectus or such other Registrable Securitiesoffering circular effective pursuant hereto.

Notice of Registration. If at any time after or from time to time during the date hereof, Registration Rights Period the Company proposes shall determine to file a Registration Statement on Form X-0register in the United States any of its equity securities, X-0 or S-3, their successor forms or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of the Company either for its own account or for the account of stockholders of the Company, other than (a) registration relating solely to employee benefit plans registered on Form S-8 or any successor form thereto (but only so long as securities issuable upon the exercise of its respective securityholders (a "Proposed Registration"transferable options may not be and are not being registered thereunder), then (b) a registration relating solely to a transaction meeting the requirements of Rule 145 under the Securities Act, (c) a registration in which the only equity securities being registered are Ordinary Shares issuable upon conversion of convertible debt securities which are also being registered, or (d) constituting a registered exchange offer or shelf registration entered into pursuant to or in connection with an offering pursuant to Rule 144A under the Securities Act, the Company shall will give prompt written notice of such Proposed Registration to (the Holders of Registrable Securities (a "Company Notice"), and at its expense, to U.S. Holders of its intention to do so at least fifteen (15) days prior to the filing of a registration statement with respect to such Company Notice shall offer registration with the Commission. If a U.S. Holder desires to dispose of all or part of U.S. Holders's Registrable Shares, such Holders the opportunity to register such number of Registrable Securities as each such U.S. Holder may request registration thereof in connection with Company's registration by written notice delivered delivering to the Company Company, within 15 ten (10) days of after receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any Notice, written notice of such request by a Holder shall specify (the "U.S. Holders Notice") stating the number of shares of Registrable Securities intended Shares to be disposed of and the intended method of disposition of such shares by such U.S. Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters all of such Proposed Registration to permit the Registrable Securities requested Shares specified in the U.S. Holders Notice to be included registered under the Securities Act pursuant to the registration statement referred to in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or Notice (and any other securityholder included therein and related qualification under blue sky laws) so as to permit the sale or other disposition of such Registrable Securities (in accordance with the intended method methods thereof as aforesaid) by the U.S. Holder of distribution of such similar securities; providedthe Registrable Shares so registered, subject, however, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effectivelimitations set forth in SECTION 2.2; providedand, PROVIDED, HOWEVER, that the Company shall give prompt written notice thereof not be required to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation grant any concession or additional rights or other consideration to effect a registration upon the request of Holders pursuant any other Person to Section 2(a). Nothing in this Section 2(b) shall operate to limit secure the right of any U.S. Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by participate in such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securitiesregistration.

Notice of Registration. If at any time after or from time to time the date hereofIssuer shall determine to register any of its capital stock, the Company proposes whether or not for its own account (other than pursuant to file a Registration Statement on Demand Registration, an Excluded Registration, any registration effected pursuant to Form X-0, X-0 or S-3any successor forms, their successor forms any registration relating solely to the sale of securities to participants in Issuer employee benefit plans, any registration relating to the reorganization of the Issuer or other transaction under Rule 145 of the Securities Act, or any other registration on any form under that does not include substantially the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of the Company for its own account or for the account of any of its respective securityholders (a "Proposed Registration"), then the Company shall give prompt written notice of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities same information as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to would be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested required to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit registration statement covering the sale or other disposition of such Registrable Securities in accordance with (other than information relating to the intended method of distribution of such similar securities; providedHolders)), however, in no event shall the Company be required Issuer shall: (i) provide to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration each Holder written notice thereof at any time least 15 Business Days prior to the time filing of the registration statement by the Issuer in connection with such registration; and (ii) include in such registration, and in any underwriting involved therein, all those Registrable Securities specified in a written request by each Holder received by the Issuer within ten Business Days after the Issuer mails the written notice referred to above, subject to the provisions of this Section 3. Upon their receipt of a certificate signed by the chief executive officer or chief financial officer of the Issuer stating that, in the judgment of the Issuer, it becomes effectiveis advisable to suspend use of a prospectus included in a registration statement due to pending or contemplated material developments or other events that have not yet been publicly disclosed and as to which the Issuer believes public disclosure would be detrimental to the Issuer, the Holders will refrain from making any sales of Registrable Securities under the registration statement for a period of up to 60 calendar days; provided, that this right to cause the Company Holders to refrain from making sales shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve not be exercised by the Company Issuer more than twice in any twelve-month period (counting as a permitted exercise any exercise by the Issuer of its obligation right to effect defer the filing or delay its effectiveness of a registration upon statement under the request last paragraph of Holders pursuant to Section 2(a)). Nothing in this Section 2(b) shall operate to limit Each Holder agrees that, upon receipt of such notice from the right Issuer, such Holder will forthwith discontinue any disposition of any Holder to request the registration of Purchased Shares or, Registrable Securities pursuant to the extent permissible hereundershelf registration statement until the earlier of (X) the expiration of the period indicated in the certificate, if any, and (Y) the Holders’ receipt of a notice from the Issuer to the effect that such suspension has terminated; and shall treat such notice and any non-public information received in connection therewith in the strictest confidence and shall not disseminate such information. If so directed by the Issuer, each Holder will deliver to the Issuer (at the Issuer’s expense) all copies, other securities convertible into or exchangeable or exercisable for than permanent file copies, then in the Holders’ possession, of the most recent resale prospectus covering such Registrable Securities, held by such Holder notwithstanding the fact that Securities at the time of request receipt of such Holder does not hold the Common Stock or such other Registrable Securitiessuspension notice.

Notice of Registration. If at any time after the date hereof, Whenever the Company proposes to file register any of its securities and the registration form to be used is suitable for the registration of the Registrable Securities, the Company shall notify all Holders of Registrable Securities in writing at least twenty (20) days prior to the filing of a Registration Statement on Form X-0, X-0 or S-3, their successor forms or any other form registration statement under the Securities Act appropriate for a primary public purposes of an offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of securities of the Company for its own account or for (including, but not limited to, registration statements relating to secondary offerings of securities of the account Company on behalf of any of its respective securityholders (shareholders, but other than registrations relating solely to employee benefit plans on Form S-8 or similar forms that may be promulgated in the future, or a "Proposed Registration"), then registration relating solely to an SEC Rule 145 transaction on Form F-4 or similar forms that may be promulgated in the Company shall give prompt written notice of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), future) and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as will afford each such Holder may request by written notice delivered requesting to the Company within 15 days be included in such registration, in accordance with this Section ‎2.1, an opportunity to include in such registration statement all or part of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of held by such Holder. The Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fourteen (14) days after delivery of the above-described notice by the Company, so notify the Company shall use its reasonable best efforts to cause in writing, specifying the managing underwriter or underwriters number of such Proposed Registration to permit the Registrable Securities requested to be included included. If a Holder decides not to include all of its Registrable Securities in a Piggy-Back Registration any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to be included have the right to include any Registrable Securities in any subsequent registration statement or registration statements filed by the Company with respect to offerings of its securities (including registering securities on behalf of its shareholders), all upon the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securities; provided, however, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securitiesset forth herein.

Notice of Registration. If at At any time after April 29, 2001, the Holder may thereafter demand that a registration statement be filed with the Commission within 30 days after the date hereofon which the Company has received such request, subject to the provisions of this Section 5. Subject to the terms and conditions set forth below in this Section 5.1 and Sections 5.2 through 5.3 and Section 7, upon the Company's receipt from a Holder of a written request that the Company effect a registration under the Securities Act with respect to its Registrable Securities, the Company proposes will, as expeditiously as possible, notify the Holders in writing of such request and use its diligent best efforts to effect all such registrations (including, without limitation, the execution of an undertaking to file a Registration Statement on Form X-0post-effective amendments and appropriate qualifications and approvals under the laws and regulations applicable to the Company of any applicable governmental agencies and authorities, X-0 including applicable blue sky or S-3other state securities laws) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request, PROVIDED, that (a) the Holders may not make their successor forms request within 90 days following the effectiveness of any registered public offering of Common Stock, unless prohibited by applicable securities laws; (b) before filing any such registration statement or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8amendments or supplements thereto, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of the Company for its own account or for the account of any of its respective securityholders will (a "Proposed Registration"), then the Company shall give prompt written notice of such Proposed Registration i) furnish to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested which are to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities such registration copies of the Company or any other securityholder included therein and to permit the sale or other disposition of all such Registrable Securities in accordance with the intended method of distribution of such similar securities; provided, however, in no event shall the Company be required to reduce the number of securities documents proposed to be sold by filed, which documents will be subject to the Company or alter the terms review of the securities proposed to be sold by Holders and their counsel, and (ii) give the Company in order to induce the managing underwriter or underwriters to permit Holders of Registrable Securities to be included. The included in such registration statement and their representatives the opportunity to conduct a reasonable investigation of the records and business of the Company may withdraw and to participate in the preparation of any such registration statement or any amendments or supplements thereto; (c) the Company shall not be obligated to take any action to effect such registration pursuant to this Section 5.1 after the Company has effected one such registration pursuant to this Section 5.1 at the request of the Holder; PROVIDED, that such registration has been declared or ordered effective by the Commission and, if the method of distribution is a Proposed Registration registered public offering involving an underwritten offering, all such shares registered thereby shall have been sold pursuant thereto; and (d) the Company shall not be required to file any registration statement under this Section 5.1 unless the holders of at any time prior to least 33% of the time it becomes effective; provided, issued and outstanding Registrable Securities (taken as a whole) shall have demanded in writing that the Company shall give prompt written notice thereof to participating Holders. No file a registration effected statement under this Section 2(b) shall relieve 5.1. With respect to any registration requested pursuant to this Section 5.1, the Company may include in such registration any other shares of its obligation Common Stock, subject to effect a registration upon the request of Holders restrictions set forth in Section 5.3, as to which it is obligated to include such shares pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by agreements requiring such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securitiesregistration.

Notice of Registration. If If, at any time after the date hereoftime, the Company proposes to file a Registration Statement on Form X-0, X-0 or S-3, their successor forms or registration statement with the Commission in connection with any other form under the Act appropriate for a primary public offering of Common Stock (other than any Registration Statement on Form S-8in connection with its initial public offering of Common Stock), or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of the Company for its own account or whether for the account of any of its respective securityholders (a "Proposed Registration"), then the Company shall give prompt written notice of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit Person (other than a registration statement on Form S-4 or Form S-8 (or any successor forms under the sale Securities Act) or other disposition registrations relating solely to employee benefit plans or any transaction governed by Rule 145 under the Securities Act), the Company shall give written notice of such proposed filing and the proposed date thereof to each Stockholder that owns Registrable Securities in accordance with at least twenty (20) days before the intended method of distribution anticipated filing of such similar securities; providedregistration statement, howeveroffering such Stockholder the opportunity to offer and sell Registrable Securities owned by such Person, by means of the prospectus contained in no event such registration statement. If such Stockholder desires to have its Registrable Securities registered under such registration statement pursuant to this Section 2.02, such Stockholder shall advise the Company be required to reduce thereof in writing within ten (10) days from the provision of the Company’s notice (which request shall set forth the number of Registrable Securities for which registration is requested). Subject to Section 2.03 hereof, the Company shall include in such registration statement, if filed, all Registrable Securities so requested by such Stockholder to be included so as to permit such securities proposed to be sold by or disposed of in the Company or alter manner and on the terms of the securities proposed to set forth in such request. Such registration shall hereinafter be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. called a “Piggyback Registration.” The Company may withdraw a Proposed shall have the right at any time to delay or discontinue, without liability to the Stockholders, any Piggyback Registration under this Section 2.02 at any time prior to the time it becomes effective; provided, that effective date of the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve Registration Statement if the Company proposed offering of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securitiescontemplated thereunder is discontinued.

Notice of Registration. If at At any time after the date hereof, the Company proposes to file a Registration Statement on Form X-0, X-0 or S-3, their successor forms or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock issuance of the Company Subject Stock and thereafter from time to time, if Buyer shall determine to register any of its Common Stock for sale in an offering for its own account on Form S-3 or for the account of a successor or similar form (a ‘‘Buyer Registration’’), or shall register any of its respective securityholders Common Stock on Form S-3 pursuant to a demand request for registration by any holder of Buyer’s Common Stock other than Seller (a "Proposed ‘‘Third Party Demand Registration"’’), then the Company shall Buyer will give prompt to Seller written notice thereof, if practicable at least thirty (30) days prior to the effective date of any such registration statement, and otherwise as promptly as practicable, and include in such registration (subject to Section 1(b) below) all the Subject Stock specified in a written request made by Seller within twenty (20) days after Seller’s receipt of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered from Buyer. If such offering is a firm commitment underwritten offering, the right of Seller to have Subject Stock included in a registration pursuant to this Section 1(a) shall be conditioned upon such Seller entering into (together with Buyer and/or the Company within 15 days of receipt of the Company Notice by other holders, if any, distributing their securities through such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause underwriting) an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Buyer or by the stockholders who have demanded such registration (the ‘‘Buyer Underwriter’’). For clarity, notwithstanding any contrary provision, Seller’s ‘‘piggy back’’ registration rights do not cover a registration by Buyer relating to (i) a registration of such Proposed Registration to permit an employee compensation plan or arrangement adopted in the Registrable Securities requested to be included in a Piggy-Back Registration to be included ordinary course of business on the same terms and conditions as any similar securities of the Company Form S-8 (or any other securityholder included therein and to permit the sale successor form) or other disposition any dividend reinvestment plan, or (ii) a registration of such Registrable Securities in accordance with the intended method of distribution of such similar securities; providedsecurities on Form S-4 (or any successor form) including, howeverwithout limitation, in no event shall the Company be required to reduce the number of connection with a proposed issuance in exchange for securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company assets of, or in order to induce the managing underwriter connection with a merger or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securitiesconsolidation with another corporation.

Notice of Registration. If at At any time after the date hereofand from time to time, the Company proposes shall notify all 3% Holders in writing at least twenty-one (21) days prior to file a Registration Statement the filing of any registration statement for purposes of an offering of securities of the Company (but other than registration relating solely to employee benefit plans on Form X-0, X-0 S-8 or S-3, their successor similar forms or any other form under that may be promulgated in the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8future, or on Form S-4 if filed with respect a registration relating solely to a SEC Rule 145 transaction on Form F-4 or other similar transactionforms that may be promulgated in the future) with respect to any common stock of the Company for its own account or for the account of any of its respective securityholders (a "Proposed Registration"), then the Company shall give prompt written notice of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as will afford each such Holder may request by written notice delivered requesting to the Company within 15 days be included in such registration, in accordance with this Section ‎3.1, an opportunity to include in such registration statement all or part of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of held by such Holder. The Each 3% Holder shall be afforded the opportunity pursuant to this Section ‎3.1 regardless of any contractual or other lock up arrangement that may apply to such Holder’s Registrable Securities and regardless of whether such Holder is entitled to sell its Registrable Securities in the open market pursuant to Rule 144 under the Securities Act. Each 3% Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fourteen (14) days after delivery of the above-described notice by the Company, so notify the Company shall use its reasonable best efforts to cause in writing specifying the managing underwriter or underwriters number of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securities; provided, however, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares orand, to the extent permissible hereundernot previously done so, deliver to the Company a signed joinder to this Undertaking in form attached hereto. If a Holder decides not to include all of its Registrable Securities in any other securities convertible into or exchangeable or exercisable for registration statement to be filed by the Registrable SecuritiesCompany, held by such Holder notwithstanding shall nevertheless continue to have the fact that at right to include any Registrable Securities in any subsequent registration statement(s) as may be filed by the time Company with respect to offerings of request such Holder does not hold its securities, subject to the Common Stock or such other Registrable Securitiesterms and conditions set forth in this Undertaking. The number of occurrences of the registration pursuant to this Section ‎3 shall be unlimited.

Notice of Registration. If The Company shall notify all Holders of Registrable Securities in writing at least 30 days prior to filing any time after the date hereof, the Company proposes to file a Registration Statement on Form X-0, X-0 or S-3, their successor forms or any other form registration statement under the Securities Act appropriate for purposes of effecting a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of securities of the Company solely for its own account or for cash (including, but not limited to, registration statements relating to secondary offerings of securities of the account Company). If the holders of any at least a majority of its respective securityholders (a "Proposed Registration")the Registrable Securities elect in writing to exercise their registration rights under this Section 5, and if such written election is made within 15 days after the delivery of the Company's notice, then the Company shall give prompt written notice of such Proposed Registration to will afford the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the an opportunity to register include in such number registration statement all or any part of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of then held by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securitiesHolders; provided, however, in no event shall that the Company shall not be required obligated to reduce effect, or take any action to effect, any such registration pursuant to this Section 5 after the Company has effected two (2) such registrations that are subject to this Section 5.a and such registrations have been declared or ordered effective. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within 15 days after delivery of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of securities Registrable Securities such Holder wishes to include in such registration statement. However, if, at any time after giving notice to the Holders under this Section 5.a and before the effective date of the registration statement filed in connection with the proposed to be sold by registration, the Company shall determine for any reason not to register or alter the terms to delay registration of the securities proposed to be sold by registered, the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration may, at any time prior its sole option, give written notice of such determination to the time it becomes effective; providedHolders who elected to participate in such registration, that and (i) in the Company case of a determination not to register, shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company be relieved of its obligation to effect register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period of delay in registering the other securities proposed to be registered. Notwithstanding the foregoing, the provisions of this Section 5 shall not apply to (i) any registration statement relating to the sale of securities to participants in a Company stock option plan, equity incentive plan, or any other employee benefit plan, (ii) a registration upon on a form which does not include substantially the request same information as would be required to be included in a registration statement covering the sale of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding (iii) a registration in which the fact that at the time of request such Holder does not hold the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or such other Registrable Securities(iv) an SEC Rule 145 transaction or a registration relating to a corporate reorganization.

Notice of Registration. If If, at any time after commencing upon the date upon which all or any portion of the Partnership Units may be redeemed for the Redemption Shares (but not if such Partnership Units shall have been redeemed for cash in accordance with the provisions hereof), the Company proposes to file files a Registration Statement on Form X-0, X-0 or S-3, their successor forms or any other form registration statement under the Securities Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to firm commitment underwritten public offering of any common stock securities of the Company, the Company for its own account shall give thirty (30) days prior written notice thereof to each Limited Partner and shall, upon the written request of any or all of the Limited Partners, upon exercise of the Redemption Right and upon election by the Company to deliver the REIT Shares Amount include in the underwritten public offering the number of Redemption Shares that each such Limited Partner may request (except as set forth in Section 8.07(b) below). The Company will keep such registration statement effective and current under the Securities Act permitting the sale of Redemption Shares covered thereby for the account of same period that the registration statement is maintained effective for the other persons (including the Company) selling thereunder. In any underwritten offering, however, the Redemption Shares to be included will be sold at the same time and at the same price as the Company’s securities. In the event that the Company fails to receive a written request from a Limited Partner within thirty (30) days of its respective securityholders (a "Proposed Registration")written notice, then the Company shall give prompt written notice have no obligation to include any of the Redemption Shares in the offering. In connection with any registration statement or subsequent amendment or similar document filed pursuant to this Section 8.07, the Company shall take all reasonable steps to make the securities covered thereby eligible for public offering and sale under the securities or blue sky laws of the applicable jurisdictions by the effective date of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securitiesregistration statement; provided, however, provided that in no event shall the Company be required obligated to reduce the number of securities proposed qualify to be sold by the Company or alter the terms of the securities proposed to be sold by the Company do business in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time jurisdiction where it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that is not so qualified at the time of request filing such Holder does documents or to take any action which would subject it to unlimited service of process in any jurisdiction where it is not hold so subject at such time. The Company shall keep such filing current for the Common Stock length of time it must keep any registration statement, post-effective amendment, prospectus or such other Registrable Securitiesoffering circular effective pursuant hereto.

Notice of Registration. If at So long as the Partnership holds any time after the date hereofRegistrable Securities, the Company proposes shall notify the Partnership in writing at least 30 days prior to file a Registration Statement on Form X-0, X-0 or S-3, their successor forms or filing any other form registration statement under the Securities Act appropriate for purposes of effecting a primary public offering (other than any Registration Statement on Form S-8Public Offering of Common Shares solely for cash. If the Partnership elects in writing to exercise its registration rights under this Section 2, or on Form S-4 and if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock such written election is made within 15 days after the delivery of the Company for its own account or for the account of any of its respective securityholders (a "Proposed Registration")Company's notice, then the Company shall give prompt written notice of such Proposed Registration to will afford the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the Partnership an opportunity to register include in such number registration statement all or any part of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of then held by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securitiesPartnership; provided, however, in no event shall that the Company shall not be required obligated to reduce effect, or take any action to effect, any such registration pursuant to this Section 2 after the Company has effected two (2) such registrations that are subject to this Section 2.a and such registrations have been declared or ordered effective. If the Partnership desires to include any of its Registrable Securities in any such registration statement, the Partnership shall, within 15 days after delivery of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of securities Registrable Securities the Partnership wishes to include in such registration statement. However, if, at any time after giving notice to the Partnership under this Section 2.a and before the effective date of the registration statement filed in connection with the proposed to be sold by registration, the Company shall determine for any reason not to register or alter the terms to delay registration of the securities proposed to be sold by registered, the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration may, at any time prior its sole option, give written notice of such determination to the time it becomes effective; providedPartnership, that and (i) in the Company case of a determination not to register, shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company be relieved of its obligation to effect register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period of delay in registering the other securities proposed to be registered. Notwithstanding the foregoing, the provisions of this Section 2 shall not apply to (i) any registration statement relating to the sale of securities to participants in a Company stock option plan, equity incentive plan, or any other employee benefit plan, (ii) a registration upon on a form which does not include substantially the request same information as would be required to be included in a registration statement covering the sale of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding (iii) a registration in which the fact that at the time of request such Holder does not hold the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, (iv) an SEC Rule 145 transaction or such other Registrable Securitiesa registration relating to a corporate reorganization, or (v) any registration statement relating to the Company's initial underwritten public offering.

Notice of Registration. If at any time after or from time to time during ---------------------- the date hereof, Registration Rights Period the Company proposes shall determine to file a Registration Statement on Form X-0register in the United States any of its equity securities, X-0 or S-3, their successor forms or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of the Company either for its own account or for the account of stockholders of the Company, other than (a) registration relating solely to employee benefit plans registered on Form S-8 or any successor form thereto (but only so long as securities issuable upon the exercise of its respective securityholders (a "Proposed Registration"transferable options may not be and are not being registered thereunder), then (b) a registration relating solely to a transaction meeting the requirements of Rule 145 under the Securities Act, (c) a registration in which the only equity securities being registered are Ordinary Shares issuable upon conversion of convertible debt securities which are also being registered, or (d) constituting a registered exchange offer or shelf registration entered into pursuant to or in connection with an offering pursuant to Rule 144A under the Securities Act, the Company shall will give prompt written notice of such Proposed Registration to (the Holders of Registrable Securities (a "Company Notice"), and at its expense, to U.S. Holders of its intention to do so at least fifteen (15) days prior to the filing of a registration statement with respect to such Company Notice shall offer registration with the Commission. If a U.S. Holder desires to dispose of all or part of U.S. Holders's Registrable Shares, such Holders the opportunity to register such number of Registrable Securities as each such U.S. Holder may request registration thereof in connection with Company's registration by written notice delivered delivering to the Company Company, within 15 ten (10) days of after receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any Notice, written notice of such request by a Holder shall specify (the "U.S. Holders Notice") stating the number of shares of Registrable Securities intended Shares to be disposed of and the intended method of disposition of such shares by such U.S. Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters all of such Proposed Registration to permit the Registrable Securities requested Shares specified in the U.S. Holders Notice to be included registered under the Securities Act pursuant to the registration statement referred to in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or Notice (and any other securityholder included therein and related qualification under blue sky laws) so as to permit the sale or other disposition of such Registrable Securities (in accordance with the intended method methods thereof as aforesaid) by the U.S. Holder of distribution of such similar securitiesthe Registrable Shares so registered, subject, however, to the limitations set forth in Section 2.2; and, ----------- provided, however, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, that the Company shall give prompt written notice thereof not be required to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation grant any -------- ------- concession or additional rights or other consideration to effect a registration upon the request of Holders pursuant any other Person to Section 2(a). Nothing in this Section 2(b) shall operate to limit secure the right of any U.S. Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by participate in such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securitiesregistration.

Notice of Registration. If If, at any time after the date hereoftime, the Company proposes to file a Registration Statement on Form X-0, X-0 or S-3, their successor forms or with the Securities and Exchange Commission (the “SEC”) in connection with any other form under the Act appropriate for a primary public offering of common stock (other than any Registration Statement on Form S-8in connection with an initial public offering of common stock), or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of the Company for its own account or whether for the account of any of its respective securityholders (a "Proposed Registration"), then the Company shall give prompt written notice of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit person (other than a Registration Statement on Form S-4 or Form S-8 (or any successor forms under the sale Securities Act) or other disposition registrations relating solely to employee benefit plans or any transaction governed by Rule 145 under the Securities Act), the Company shall give written notice of such proposed filing and proposed date thereof to each Holder that owns Shares at least fifteen (15) days before the anticipated filing of such Registration Statement, offering such Holder the opportunity to offer and sell its Shares (the “Registrable Securities”), by means of the prospectus contained in such Registration Statement. If such Holder desires to have its Registrable Securities in accordance with the intended method of distribution of registered under such similar securities; providedRegistration Statement pursuant to this paragraph 4(a), however, in no event then Holder shall advise the Company be required to reduce thereof in writing within ten (10) days after the date of its receipt of the Company’s notice (which request shall set forth the number of Registrable Securities for which registration is requested). Subject to subsection 4(b) hereof, the Company shall include in such Registration Statement, if filed, all Registrable Securities so requested by such Holder to be included so as to permit such securities proposed to be sold by or disposed of in the Company or alter manner and on the terms of the securities proposed set forth in such request. Such registration shall hereinafter be called a “Piggyback Registration”. Each Holder shall only have one (1) right to be sold by the Company in order elect to induce the managing underwriter or underwriters to permit Registrable Securities to be includedexercise a Piggyback Registration. The Company may withdraw a Proposed shall have the right at any time to delay or discontinue, without liability to the Holders, any Piggyback Registration under this subsection 4(a) at any time prior to the time it becomes effective; provided, that effective date of the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve Registration Statement if the Company proposed offering of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securitiescommon stock contemplated thereunder is discontinued.

Notice of Registration. If the Company at any time after the date hereofshall ---------------------- determine to register any of its securities, the Company proposes to file a Registration Statement on Form X-0, X-0 or S-3, their successor forms or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of the Company either for its own account or the account of a security holder or holders exercising their respective demand registration rights, other than (i) a registration pursuant to Section 5 or 9, (ii) a registration relating solely to employee benefit plans or (iii) a registration relating solely to a Rule 145 transaction, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, mailed by any Holder or Holders within 20 days after receipt of such written notice from the Company. Notwithstanding the foregoing, the Company may limit, to the extent so advised by the underwriters as a result of market conditions, the amount of Registrable Securities, Existing Registrable Securities, and Pari Passu Registrable Securities (collectively, the "Participating Holders") to be included in the registration by the Participating Holders as follows: (i) not less than 25% of the total number of securities included in the offering for the account of any the holders of its respective securityholders Existing Registrable Securities and (a "Proposed Registration")ii) if, after all securities described in clause (i) have been included and the managing underwriter advises that additional shares may be registered, then the Company shall give prompt written notice of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested shares to be included in a Piggy-Back Registration the registration shall be allocated to be included on the same terms and conditions as any similar securities holders of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securities; provided, howeverand Pari Passu Registrable Securities, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; providedproportion, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares oras nearly as practicable, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that respective amounts of stock requested to be registered at the time the Company provided notice of request such Holder does not hold its intent to file the Common Stock or such other registration statement to the holders of Registrable Securities and Pari Passu Registrable Securities. The written request of a Holder may specify that all or a part of such Holder's Registrable Securities shall be included in such registration.

Notice of Registration. If the Company at any time after the date hereofshall determine to register any of its securities, the Company proposes to file a Registration Statement on Form X-0, X-0 or S-3, their successor forms or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of the Company either for its own account or the account of a security holder or holders exercising their respective demand registration rights, other than (i) a registration pursuant to Section 5 or 9, (ii) a registration relating solely to employee benefit plans or (iii) a registration relating solely to a Rule 145 transaction, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, mailed by any Holder or Holders within 20 days after receipt of such written notice from the Company. Notwithstanding the foregoing, the Company may limit, to the extent so advised by the underwriters as a result of market conditions, the amount of Registrable Securities, Existing Registrable Securities, and Pari Passu Registrable Securities (collectively, the "Participating Holders") to be included in the registration by the Participating Holders as follows: (i) not less than 25% of the total number of securities included in the offering for the account of any the holders of its respective securityholders Existing Registrable Securities and (a "Proposed Registration")ii) if, after all securities described in clause (i) have been included and the managing underwriter advises that additional shares may be registered, then the Company shall give prompt written notice of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested shares to be included in a Piggy-Back Registration the registration shall be allocated to be included on the same terms and conditions as any similar securities holders of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securities; provided, howeverand Pari Passu Registrable Securities, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; providedproportion, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares oras nearly as practicable, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that respective amounts of stock requested to be registered at the time the Company provided notice of request such Holder does not hold its intent to file the Common Stock or such other registration statement to the holders of Registrable Securities and Pari Passu Registrable Securities. The written request of a Holder may specify that all or a part of such Holder's Registrable Securities shall be included in such registration.

Notice of Registration. If at any time after or from time to time during the date hereof, Registration Rights Period the Company proposes shall determine to file a Registration Statement on Form X-0register any of its equity securities, X-0 or S-3, their successor forms or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of the Company either for its own account or for the account of stockholders of the Company, other than (a) registration relating solely to employee benefit plans registered on Form S-8 or any successor form thereto (but only so long as securities issuable upon the exercise of its respective securityholders transferable options may not be and are not being registered thereunder), (b) a registration relating solely to a transaction meeting the requirements of Rule 145 under the Securities Act transaction (a "Proposed RegistrationRule 145 transaction"), then (c) a registration in which the only equity security being registered is Common Stock issuable upon conversion of convertible debt securities which are also being registered, or (d) constituting a registered exchange offer or shelf registration entered into pursuant to or in connection with an offering pursuant to Rule 144A under the Securities Act, the Company shall will give prompt written notice of such Proposed Registration to (the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such at its expense, to all Holders the opportunity to register such number of Registrable Securities as each Stock of its intention to do so at least fifteen (15) days prior to the filing of a registration statement with respect to such registration with the Commission. If any Holder or Holders of Registrable Stock desires to dispose of all or part of its or their Registrable Stock, such Holder or Holders may request registration thereof in connection with Company's registration by written notice delivered delivering to the Company Company, within 15 ten (10) days of after receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any Company's Notice, written notice of such request by a Holder shall specify (the "Holder's Notice") stating the number of shares of Registrable Securities intended Stock to be disposed of and the intended method of disposition of such shares by such HolderHolder or Holders. The Company shall use its reasonable best efforts to cause all shares of Registrable Stock specified in the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested Holder's Notice to be included registered under the Securities Act pursuant to the registration statement referred to in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or Notice (and any other securityholder included therein and related qualification under blue sky laws) so as to permit the sale or other disposition of such Registrable Securities (in accordance with the intended method methods thereof as aforesaid) by such Holder or Holders of distribution of such similar securitiesthe Registrable Stock so registered, subject, however, to the limitations set forth in Section 2.2; and, provided, however, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, that the Company shall give prompt written notice thereof not be required to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation grant any concession or additional rights or other consideration to effect a registration upon the request of Holders pursuant any other Person to Section 2(a). Nothing in this Section 2(b) shall operate to limit secure the right of any Holder of Registrable Stock to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by participate in such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securitiesregistration.

Notice of Registration. If at any time after the date hereofhereof the Company shall determine to register any of its Capital Stock pursuant to a registration statement not in effect as of the date hereof (including, but not limited to, a shelf registration pursuant to Rule 415 of the Securities Act), whether or not for its own account, other than a registration relating to employee benefit plans or a registration effected on Form S-4 (or any successor form) (a “Triggering Registration”), the Company proposes shall provide to file each Holder a Registration Statement on Form X-0, X-0 or S-3, their successor forms or any other form written notice thereof (the “Company Notice”) at least fifteen days prior to the filing of the registration statement by the Company in connection with such registration; and (i) if the offering of securities under the Act appropriate for a primary public offering (other than any Triggering Registration Statement on Form S-8is not an underwritten offering, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of the Company for its own account or for the account of any of its respective securityholders (a "Proposed Registration"), then the Company shall give prompt written notice of include in such Proposed Registration to the Holders of registration all those Registrable Securities specified in a written request (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as “Registration Request”) by each such Holder may request received by written notice delivered to the Company within 15 ten days of receipt of after the Company Notice by mails the written notice referred to above (the “Response Period”) and, in the case of an underwritten offering where the Company is not the sole seller of securities, shall provide for such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by sold in such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included offering on the same terms and conditions as any similar securities other shares of the Company or Company’s Common Stock are sold in such offering by sellers other than the Company; provided that the underwriter in any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securities; provided, however, in no event shall the Company be required to underwritten offering covered by this clause (i) may reduce the number of securities proposed shares of each Holder to be registered under this clause (i) and sold in such offering as long as (x) no other seller in such underwritten offering (other than the Company) is permitted to have registered or sold in such offering a higher percentage of the Company’s Common Stock then owned by such seller than the percentage to be registered and sold by any Holder and (y) the Company files a “shelf” registration statement covering any remaining Registrable Securities as provided in clause (ii) below; or (ii) if the offering of securities under the Triggering Registration is an underwritten offering where the sole seller is the Company or not all of the Registrable Securities of the Holders are registered pursuant to clause (i) above in the case of a Triggering Registration covered thereby, then within ninety (90) days of the effectiveness of such Triggering Registration, the Company shall file a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any successor rule) that includes the Registrable Securities identified in a Registration Request received during the Response Period. Any such shelf registration shall cover the disposition of all Registrable Securities in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may be specified by the Holder requesting such registration. The Company shall use reasonably diligent efforts to keep such “shelf” registration continuously effective as long as the delivery of a prospectus is required under the Securities Act in connection with the disposition of the Registrable Securities registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as and when required by the rules, regulations and instructions applicable to the form used by the Company for such registration or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter Securities Act or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, by any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securitiesrules and regulations thereunder applicable to shelf registrations.

Notice of Registration. If at any time after the date hereof, the Company proposes to file a Registration Statement on Form X-0, X-0 or S-3, their successor forms or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any preferred stock of the Company or any common stock of the Company for its own account or for the account of any of its respective securityholders (a "Proposed Registration"), then the Company shall give prompt written notice of such Proposed Registration to (x) the Holders of the Preferred Stock, in the case of a registration of any preferred stock of the Company, or (y) the Holders of Registrable Securities Securities, in the case of a registration of any common stock of the Company (in either such case, a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities shares of Preferred Stock (in the case of a registration of preferred stock of the Company) and such number of Conversion Shares, Dividend Shares and Warrants Shares (in the case of a registration of common stock of the Company) as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securities; provided, however, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Conversion Shares or Warrant Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securities.

Notice of Registration. If at any time after the date hereof, the Company proposes in its discretion shall determine to file register any of its securities, either for its own account or the account of a Registration Statement on Form X-0security holder or holders exercising their respective demand registration rights, X-0 or S-3, their successor forms or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8(i) a registration pursuant to Section 4 or 8, or on Form S-4 if filed with respect (ii) a registration relating solely to employee benefit plans, (iii) a registration relating solely to a Rule 145 transaction transaction, or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered, the Company will: (i) promptly give to each Holder written notice thereof at least ten (10) days prior to the filing of the registration statement for such registration; and (ii) include in such registration (and any related qualification under blue sky laws or other similar transactioncompliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, mailed by any Holder(s) with respect within twenty (20) business days after receipt of such written notice from the Company. Notwithstanding any other provision of this Section 5, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders and the number of shares that may be included in the registration and underwriting shall be allocated among all persons or entities requesting inclusion in the registration as follows: (A) all securities proposed to be offered for the account of holders of securities of the Company other than Registrable Securities shall be excluded before any common stock Registrable Securities are excluded; (B) all Registrable Securities proposed to be offered by the Significant Common Holders shall be excluded before any Registrable Securities proposed to be offered by the Preferred Holders; (C) if, after the exclusion of non-Registrable Securities and Registrable Securities held by Significant Common Holders, additional limitations are required, then the number of Registrable Securities included in the registration shall be allocated among all Preferred Holders requesting inclusion thereof in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities proposed to be registered by such Preferred Holders at the time of filing the registration statement, or in such other proportions as shall mutually be agreed by such selling Preferred Holders; and (D) if, after the exclusion of non-Registrable Securities and Registrable Securities, additional limitations are required, then all securities proposed to be offered by the Company for its own account shall be excluded. The written request of a Holder may specify that all or a part of the Registrable Securities of such Holder shall be included in such registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least 10 business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the account benefit of any of its respective securityholders (the foregoing person shall be deemed to be a "Proposed Registration"), then single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the Company shall give prompt written notice of such Proposed Registration to the Holders aggregate amount of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar other securities of the Company or any other securityholder carrying registration rights owned by all entities and individuals included therein and in such “Holder,” as defined in this sentence. If a Holder decides not to permit the sale or other disposition include all of such its Registrable Securities in accordance with any registration statement thereafter filed by the intended method of distribution of Company, such similar securities; provided, however, Holder shall nevertheless continue to have the right to include any Registrable Securities in no event shall the Company any subsequent registration statement or registration statements as may be required to reduce the number of securities proposed to be sold filed by the Company or alter with respect to offerings of its securities for its own account, all upon the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securitiesand conditions set forth herein.

Notice of Registration. If at any time after or from time to time during the date hereof, Registration Rights Period the Company proposes shall determine to file a Registration Statement on Form X-0register in the United States any of its equity securities, X-0 or S-3, their successor forms or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of the Company either for its own account or for the account of stockholders of the Company, other than (a) registration relating solely to employee benefit plans registered on Form S-8 or any successor form thereto (but only so long as securities issuable upon the exercise of its respective securityholders transferable options may not be and are not being registered thereunder), (b) a registration relating solely to a transaction meeting the requirements of Rule 145 under the Securities Act, (c) a registration in which the only equity securities being registered are Ordinary Shares issuable upon conversion of convertible debt securities which are also being registered, or (d) constituting a registered exchange offer or shelf registration entered into pursuant to or in connection with an offering pursuant to Rule 144A under the Securities Act, the Company will give written notice (the "Proposed RegistrationCOMPANY NOTICE"), then at its expense, to U.S. Holders of its intention to do so at least fifteen (15) days prior to the filing of a registration statement with respect to such registration with the Commission. If a U.S. Holder desires to dispose of all or part of U.S. Holders's Registrable Shares, such U.S. Holder may request registration thereof in connection with Company's registration by delivering to the Company, within ten (10) days after receipt of the Company shall give prompt Notice, written notice of such Proposed Registration to request (the Holders "U.S. HOLDERS NOTICE") stating the number of shares of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended Shares to be disposed of and the intended method of disposition of such shares by such U.S. Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters all of such Proposed Registration to permit the Registrable Securities requested Shares specified in the U.S. Holders Notice to be included registered under the Securities Act pursuant to the registration statement referred to in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or Notice (and any other securityholder included therein and related qualification under blue sky laws) so as to permit the sale or other disposition of such Registrable Securities (in accordance with the intended method methods thereof as aforesaid) by the U.S. Holder of distribution of such similar securities; providedthe Registrable Shares so registered, subject, however, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effectivelimitations set forth in SECTION 2.2; providedand, PROVIDED, HOWEVER, that the Company shall give prompt written notice thereof not be required to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation grant any concession or additional rights or other consideration to effect a registration upon the request of Holders pursuant any other Person to Section 2(a). Nothing in this Section 2(b) shall operate to limit secure the right of any U.S. Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by participate in such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securitiesregistration.

Notice of Registration. In the event that the Shelf Registration cannot be declared effective, at any time beginning on the date that is the twelve-month anniversary of the date of this Agreement and thereafter from time to time, until the sixty month anniversary of this Agreement, if the Company shall determine to register any of its Common Stock for sale in an underwritten offering for its own account (other than a registration relating to (i) a registration of an employee compensation plan or arrangement adopted in the ordinary course of business on Form S-8 (or any successor form) or any dividend reinvestment plan or (ii) a registration of securities on Form S-4 (or any successor form) including, without limitation, in connection with a proposed issuance in exchange for securities or assets of, or in connection with a merger or consolidation with another corporation) (a "Company Registration"), or shall register any of its Common Stock pursuant to a demand request for registration by any holder of the Common Stock other than the Purchaser (a "Third Party Demand Registration"), the Company will promptly give to the Purchaser written notice thereof, and include in such registration (subject to the restrictions contained in other registration rights agreements to which the Company is a party and Section 1(c)(2)) all the Subject Stock specified in a written request delivered by the Purchaser to the Company within ten days after such Stockholder's receipt of such written notice from the Company (an "Incidental Registration"). If at any time after giving written notice of its intention to register any securities and prior to the effective date hereofof the registration statement filed in connection with such registration, the Company proposes shall determine for any reason either not to file a Registration Statement on Form X-0register or to delay registration of such securities, X-0 or S-3, their successor forms or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of the Company for may, in its own account or for the account of any of its respective securityholders (a "Proposed Registration")sole election, then the Company shall give prompt written notice of such Proposed Registration determination to each holder of Subject Stock and, thereupon, (A) in the case of a determination not to register, shall be relieved of its obligation to register any Subject Stock in connection with such registration (but not from its obligations under Section 3), without prejudice, however, to the Holders rights of Registrable Securities any holder of Subject Stock entitled to do so to request that such registration be effected as a registration under Section 1(a) or Section 1(b) and (B) in the case of a "Company Notice")determination to delay registering, and shall be permitted to delay registering any Subject Stock, for the same period as the delay in registering such Company Notice other securities. The right of the Purchaser to have Subject Stock included in a registration pursuant to this Section 1(c)(1) shall offer such Holders be conditioned upon the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to Purchaser entering into (together with the Company within 15 days of receipt of and/or the other holders, if any, distributing their Company Notice by securities through such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause underwriting) an underwriting agreement in customary form with the managing underwriter or underwriters of selected for such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securities; provided, however, in no event shall the Company be required to reduce the number of securities proposed to be sold underwriting by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by stockholders who have demanded such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securitiesregistration.

Notice of Registration. If at any time after the date hereofThe Company shall promptly notify each Holder, the Company proposes to file a Registration Statement on Form X-0in writing, X-0 or S-3, their successor forms or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of the Company Company's determination to register any of its Common Stock for its own account or for upon exercise of the account of any of its respective securityholders (a "Proposed Registration"), then the Company shall give prompt written notice of such Proposed Registration rights granted to the Holders parties to the Registration Rights Agreement, other than (i) a registration relating solely to employee benefit plans, (ii) a registration relating solely to a Commission Rule 145 transaction, or (iii) a registration relating solely to shares of Registrable Securities Common Stock to be issued in connection with the Continuing Offer. Any such notice shall include (a "Company Notice")a) the name of each Person, including the Company, that is registering shares of Common Stock and such Company Notice shall offer such Holders (b) the opportunity to register such number of Registrable Securities as shares of Common Stock that each Person is registering. In such case, for purposes of this Agreement, a Tender shall be deemed to have been initiated hereunder, and, subject to the limitations of Section 3.3 of this Agreement, each Holder may request by written shall have, during the Opt-In Period, the right to deliver a notice delivered to the Company and to TRG joining in such Tender (which notice shall include the name, address and telephone number of the Tendering Holder's Designated Representative(s)). TRG, within 15 days three Business Days of its receipt of a notice from a Holder of the Holder's intent to tender Units of Partnership Interest to the Company Notice by pursuant to this Section, shall provide (or indicate that it is unable to provide), the Company and each such Holder (Tendering Holder, with a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such HolderTransfer Determination. The Company shall use its reasonable best efforts purchase the Tendered Interests with respect to cause which it has received or has been deemed to have been provided Transfer Determinations, for cash in an amount equal to the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities value of the Company or any other securityholder included therein and to permit Tendered Interests determined as though the sale or other disposition Notice Date were the date upon which notice of such Registrable Securities in accordance with the intended method of distribution of such similar securities; provided, however, in no event shall the Company be required to reduce the number of securities proposed to be sold registration was delivered by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected All other applicable provisions of this Agreement, and specifically, without limitation, Paragraphs (c) and (d) of Section 3.1 of this Agreement, shall apply to Tenders made under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable SecuritiesSection.

Notice of Registration. If at At any time during the period (a) ------------------------ beginning on the Closing Date, and (b) ending on the second anniversary of the Closing Date, Holders representing at least 30% of the shares of Common Stock or BMO for and on behalf of the Holders may demand that a registration statement be filed with the Commission within 10 days after the date hereofon which the Company has received such request in writing. Subject to the terms and conditions set forth below in this Section 1 and Section 3, upon the Company's receipt from the requisite number of Holders or BMO of a written request that the Company effect a registration under the Securities Act with respect to its Registrable Securities, the Company proposes will, as expeditiously as possible, notify the Holders and BMO in writing of such request and use its diligent best efforts to effect all such registrations (including, without limitation, the execution of an undertaking to file a Registration Statement on Form X-0post-effective amendments and appropriate qualifications and approvals under the laws and regulations of any applicable governmental agencies and authorities, X-0 including applicable blue sky or S-3other state securities laws that are applicable to the Company) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request, their successor forms provided, (a) that -------- before filing any such registration statement or any other form under amendments or supplements thereto, the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8Company will, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock at the request of the Company for its own account Holders of Registrable Securities or for the account of any of its respective securityholders BMO, (a "Proposed Registration"), then the Company shall give prompt written notice of such Proposed Registration i) furnish to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested which are to be included in a Piggy-Back Registration to be included on the same terms such registration and conditions as any similar securities BMO copies of the Company or any other securityholder included therein and to permit the sale or other disposition of all such Registrable Securities in accordance with the intended method of distribution of such similar securities; provided, however, in no event shall the Company be required to reduce the number of securities documents proposed to be sold by filed, which documents will be subject to the Company or alter the terms review of the securities proposed to be sold by Holders and their counsel, and (ii) give the Company in order to induce the managing underwriter or underwriters to permit Holders of Registrable Securities to be included. The included in such registration statement, BMO and their representatives the opportunity to conduct a reasonable investigation of the records and business of the Company may withdraw a Proposed Registration and to participate in the preparation of any such registration statement or any amendments or supplements thereto; and (b) the Company shall not be obligated to take any action to effect such registration pursuant to this Section 1.1 after the Company has effected two such registrations pursuant to this Section 1.1 at any time prior to the time it becomes effectiverequest of the Holders; provided, that such registration has been declared -------- or ordered effective by the Company Commission and, if the method of distribution is a registered public offering involving an underwritten offering, all such shares registered thereby shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders have been sold pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securitiesthereto.

Notice of Registration. If If, at any time after commencing upon the date upon which all or any portion of the Partnership Units shall have been redeemed for the Redemption Shares (but not if such Partnership Units shall have been redeemed for cash in accordance with the provisions 34 hereof), the Company proposes to file files a Registration Statement on Form X-0, X-0 or S-3, their successor forms or any other form registration statement under the Securities Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to firm commitment underwritten public offering of any common stock securities of the Company, the Company for its own account shall give thirty (30) days prior written notice thereof to each Limited Partner and shall, upon the written request of any or all of the Limited Partners, include in the underwritten public offering the number of Redemption Shares that each such Limited Partner may request (except as set forth in Section 8.06(b) below). The Company will keep such registration statement effective and current under the Securities Act permitting the sale of Redemption Shares covered thereby for the account of same period that the registration statement is maintained effective for the other persons (including the Company) selling thereunder. In any underwritten offering, however, the Redemption Shares to be included will be sold at the same time and at the same price as the Company's securities. In the event that the Company fails to receive a written request from a Limited Partner within thirty (30) days of its respective securityholders (a "Proposed Registration")written notice, then the Company shall give prompt written notice have no obligation to include any of the Redemption Shares in the offering. In connection with any registration statement or subsequent amendment or similar document filed pursuant to this Section 8.06, the Company shall take all reasonable steps to make the securities covered thereby eligible for public offering and sale under the securities or blue sky laws of the applicable jurisdictions by the effective date of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securitiesregistration statement; provided, however, provided that in no event shall the Company be required obligated to reduce the number of securities proposed qualify to be sold by the Company or alter the terms of the securities proposed to be sold by the Company do business in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time jurisdiction where it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that is not so qualified at the time of request filing such Holder does documents or to take any action which would subject it to unlimited service of process in any jurisdiction where it is not hold so subject at such time. The Company shall keep such filing current for the Common Stock length of time it must keep any registration statement, post-effective amendment, prospectus or such other Registrable Securitiesoffering circular effective pursuant hereto.

Notice of Registration. If at any time after the date hereof, the Company proposes shall determine to file a Registration Statement on Form X-0, X-0 or S-3, their successor forms or register any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of the Company its securities either for its own account or for the account of a security holder or holders exercising their respective demand registration rights, other than the registration statement for the Series B Preferred required by Section 7.17(a) of the Series B Purchase Agreement, or a registration on Commission Forms S-4 or S-8, or a registration relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 transaction, or a registration on any registration form which does not permit secondary sales, the Company will: (i) promptly give to each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by any Holder within ten (10) days after receipt of the written notice from the Company described in clause (i) above, except as set forth in Section 7.5(b) below; PROVIDED, HOWEVER, that if at any time after giving written notice of its respective securityholders (a "Proposed Registration")intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, then the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give prompt written notice of such Proposed Registration determination to the Holders each Holder of Registrable Securities and, thereupon, (i) in the case of a "Company Notice")determination not to register, and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securities; provided, however, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company relieved of its obligation to effect register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a registration upon the request of Holders pursuant determination to Section 2(a). Nothing in this Section 2(b) delay registering, shall operate be permitted to limit the right of delay registering any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding for the fact that at same period as the time of request such Holder does not hold the Common Stock or delay in registering such other Registrable Securitiessecurities.

Notice of Registration. If and whenever at any time after the date hereof---------------------- January 12, 2001 the Company proposes to file a Registration Statement on Form X-0, X-0 or S-3, their successor forms or any other form under the Act appropriate for a primary public offering (other than any for the purpose of making an acquisition or in connection with option plans or to satisfy a Demand Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transactionrequest) with respect to an underwritten offering of any common stock class of Common Stock by the Company for its own account or for the account of any of its respective securityholders (a "Proposed Registration"), ) then the Company shall --------------------- give prompt written notice of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), ) and such Company Notice shall offer -------------- such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 10 days of receipt of the Company Notice by such Holder (a "Piggy-Back ---------- Registration"). Any such request by a Holder shall specify the Registrable ------------ Securities intended to be disposed of by such HolderHolder and the intended method of distribution thereof. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securitiesthereof; provided, however, in no event shall the Company -------- ------- be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, provided that -------- the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of the Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securities.

Notice of Registration. If at any time after the date hereof, the Company proposes to file a Registration Statement on Form X-0S-1, X-0 or xx S-3, their successor forms or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, for the purpose of making an acquisition or on Form S-4 if filed in connection with respect to a Rule 145 transaction or other similar transactionoption plans) with respect to an underwritten offering of any common stock class of Common Stock by the Company for its own account or for the account of any of its respective securityholders (a "Proposed Registration"), ) then the Company shall give prompt written notice of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), ) and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 10 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such HolderHolder and the intended method of distribution thereof. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securitiesthereof; provided, however, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securities.underwriters

Notice of Registration. If at At any time during the period (a) ------------------------ beginning on the date the Common Stock is listed on (i) a National Securities Exchange or (ii) Nasdaq, and (b) ending on the second anniversary of the Closing Date, Holders representing at least 30% of the shares of Common Stock underlying the Special Warrants or BMO for and on behalf of the Holders may demand that a registration statement be filed with the Commission within 60 days after the date hereofon which the Company has received such request. Subject to the terms and conditions set forth below in this Section 1 and Section 3, upon the Company's receipt from the requisite Holders or BMO of a written request that the Company effect a registration under the Securities Act with respect to its Registrable Securities, the Company proposes will, as expeditiously as possible, notify the Holders and BMO in writing of such request and use its diligent best efforts to effect all such registrations (including, without limitation, the execution of an undertaking to file a Registration Statement on Form X-0post-effective amendments and appropriate qualifications and approvals under the laws and regulations of any applicable governmental agencies and authorities, X-0 including applicable blue sky or S-3other state securities laws that are applicable to the Company) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request, their successor forms provided, (a) that -------- before filing any such registration statement or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8amendments or supplements thereto, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of the Company for its own account or for the account of any of its respective securityholders will (a "Proposed Registration"), then the Company shall give prompt written notice of such Proposed Registration i) furnish to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested which are to be included in a Piggy-Back Registration to be included on the same terms such registration and conditions as any similar securities BMO copies of the Company or any other securityholder included therein and to permit the sale or other disposition of all such Registrable Securities in accordance with the intended method of distribution of such similar securities; provided, however, in no event shall the Company be required to reduce the number of securities documents proposed to be sold by filed, which documents will be subject to the Company or alter the terms review of the securities proposed to be sold by Holders and their counsel, and (ii) give the Company in order to induce the managing underwriter or underwriters to permit Holders of Registrable Securities to be included. The included in such registration statement, BMO and their representatives the opportunity to conduct a reasonable investigation of the records and business of the Company may withdraw a Proposed Registration and to participate in the preparation of any such registration statement or any amendments or supplements thereto; and (b) the Company shall not be obligated to take any action to effect such registration pursuant to this Section 1.1 after the Company has effected two such registrations pursuant to this Section 1.1 at any time prior to the time it becomes effectiverequest of the Holders; provided, that such -------- registration has been declared or ordered effective by the Company Commission and, if the method of distribution is a registered public offering involving an underwritten offering, all such shares registered thereby shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders have been sold pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securitiesthereto.

Notice of Registration. If Subject to the provisions of Section 9(b) of this Agreement, if the Company, at any time after following the earlier of the death of X. Xxxxx or the Resale Period Commencement and terminating on the date on which all the Registerable Shares of all the Holders first become eligible to be sold in a single transaction under Rule 144, proposes to register any Common Stock under the Securities Act (other than pursuant to a registration statement on Form S-4 or S-8 or any successor form of securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for its own account, the Company will each such time promptly, but not less than thirty (30) days prior to the filing date of such a registration statement (unless the Company has filed a registration statement within thirty (30) days prior to the date hereof, in which event, the Company proposes will provide such notice on the date hereof), give written notice to file a Registration Statement on Form X-0, X-0 or S-3, their successor forms or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect Holder of its intention to a Rule 145 transaction or other similar transaction) with respect to any common stock effect that registration and of the Company for its own account or for rights of the account of any of its respective securityholders Holder under this Agreement to participate therein (a "Proposed Piggyback Registration"), then which notice shall include a list of jurisdictions in which the Company shall give prompt intends to qualify such securities under applicable state securities laws or blue sky laws and the estimated filing date for the registration statement. Upon the written notice request of such Proposed Registration to the Holders one or more Holders, if holding at least Fifty Thousand (50,000) shares of Registrable Securities Registerable Securities, made within ten (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 10) days of after receipt of the Company Notice by any such Holder notice (a "Piggy-Back Registration"). Any such which request by a Holder shall specify the Registrable number and class of Registerable Securities intended to be disposed of by such Holder. The Holder(s)), the Company shall use its reasonable best efforts to cause will include in the managing underwriter Piggyback Registration (and any related qualification under applicable state securities laws or underwriters of such Proposed Registration to permit blue sky laws) all Registerable Securities which the Registrable Securities Company has been so requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securitiesregister; provided, however, in no event shall that the Company shall not be required to reduce include any such Registerable Securities unless the number Holder(s) shall request the registration of securities proposed to be sold by the Company or alter the terms a minimum of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included25,000 shares of such Registerable Securities. The Company may shall be entitled, in its sole and absolute discretion, to terminate any proposed registration initiated by it, to withdraw the registration statement related to any such registration and to terminate any offering involved in such terminated registration without the consent of the Holder. Such Holder shall be permitted to withdraw all or part of such securities from a Proposed Piggyback Registration at any time prior to the time it becomes effectivedeclaration of the effectiveness of such registration statement by the Commission; provided, that however, such Holder shall reimburse the Company shall give prompt written notice thereof to participating Holdersfor any Registration Expenses incurred in connection with or arising out of such Registerable Securities being withdrawn. No registration effected under For purposes of this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing , in this Section 2(b) shall operate to limit the right event the Company changes the number of any Holder to request the registration shares of Purchased Shares orCommon Stock issued and outstanding as a result of a stock split, to the extent permissible hereunderstock dividend, recapitalization, reorganization or any other securities convertible into transaction in which any security of the Company or exchangeable any other entity or exercisable for cash is issued or paid in respect of the Registrable Securities, held by such Holder notwithstanding the fact that at the time outstanding shares of request such Holder does not hold the Common Stock or such other Registrable SecuritiesStock, the numbers 50,000 and 25,000 shall be proportionately adjusted.

Notice of Registration. If at any time after prior to the date hereof, on which the initial Shelf Registration Statement is filed pursuant to Section 3 of this Agreement the Company proposes to file register any of its New Equity Securities (the “Applicable Securities”) under the Securities Act (other than a Registration Statement registration on Form X-0, X-0 or S-3X-0, their successor forms X-0, X-0, or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction successor or other forms promulgated for similar transaction) with respect to any common stock of the Company purposes), whether or not for sale for its own account or account, pursuant to a registration statement on which it is permissible to register Registrable Securities of the same class(es) as the Applicable Securities (the “Applicable Registrable Securities”) for sale to the account of any of its respective securityholders (a "Proposed Registration")public under the Securities Act, then the Company shall it will each such time give prompt written notice to all Holders of Applicable Registrable Securities of its intention to do so and of such Proposed Registration to Holders’ rights under this Section 4. Upon the Holders written request of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each any such Holder may request by written notice delivered to the Company made within 15 days of after the receipt of the Company Notice by any such Holder notice (a "Piggy-Back Registration"). Any such which request by a Holder shall specify the Applicable Registrable Securities intended to be disposed of by such Holder. The ), the Company shall will use its reasonable best efforts to cause effect the managing underwriter registration under the Securities Act of all such Applicable Registrable Securities which the Company has been so requested to register by the Holders thereof; provided, that (i) if, at any time after giving written notice of its intention to register any Applicable Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company (or underwriters any stockholder of the Company in the case of a demand registration by such stockholder) shall determine for any or no reason not to proceed with the proposed registration of the Applicable Securities to be sold by it, the Company may, at its election, give written notice of such Proposed Registration determination to permit the each Holder of Applicable Registrable Securities requested and, thereupon, shall be relieved of its obligation to register any Applicable Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Applicable Registrable Securities requesting to be included in a Piggy-Back Registration the registration must sell their Applicable Registrable Securities to be included the underwriters selected by the Company (or by any stockholders other than the Holders entitled to select the underwriters) on the same terms and conditions as apply to the other sellers included in such registration, with such differences, including any similar securities with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 4(a) involves an underwritten public offering, any Holder of Applicable Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the Company or any other securityholder included therein and Registration Statement filed in connection with such registration, not to permit the sale or other disposition of register such Applicable Registrable Securities in accordance connection with the intended method of distribution of such similar securities; provided, however, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securitiesregistration.

Notice of Registration. If If, at any time after commencing upon the date upon which all or any portion of the Partnership Units may be redeemed for the Redemption Shares (but not if such Partnership Units shall have been redeemed for cash in accordance with the provisions hereof), the Company proposes to file files a Registration Statement on Form X-0, X-0 or S-3, their successor forms or any other form registration statement under the Securities Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to firm commitment underwritten public offering of any common stock securities of the Company, the Company for its own account shall give thirty (30) days prior written notice thereof to each Limited Partner and shall, upon the written request of any or all of the Limited Partners, upon exercise of the Redemption Right and upon election by the Company to deliver the REIT Share Amount include in the underwritten public offering the number of Redemption Shares that each such Limited Partner may request (except as set forth in Section 8.07(b) below). The Company will keep such registration statement effective and current under the Securities Act permitting the sale of Redemption Shares covered thereby for the account of same period that the registration statement is maintained effective for the other persons (including the Company) selling thereunder. In any underwritten offering, however, the Redemption Shares to be included will be sold at the same time and at the same price as the Company's securities. In the event that the Company fails to receive a written request from a Limited Partner within thirty (30) days of its respective securityholders (a "Proposed Registration")written notice, then the Company shall give prompt written notice have no obligation to include any of the Redemption Shares in the offering. In connection with any registration statement or subsequent amendment or similar document filed pursuant to this Section 8.07, the Company shall take all reasonable steps to make the securities covered thereby eligible for public offering and sale under the securities or blue sky laws of the applicable jurisdictions by the effective date of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securitiesregistration statement; provided, however, provided that in no event shall the Company be required obligated to reduce the number of securities proposed qualify to be sold by the Company or alter the terms of the securities proposed to be sold by the Company do business in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time jurisdiction where it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that is not so qualified at the time of request filing such Holder does documents or to take any action which would subject it to unlimited service of process in any jurisdiction where it is not hold so subject at such time. The Company shall keep such filing current for the Common Stock length of time it must keep any registration statement, post-effective amendment, prospectus or such other Registrable Securitiesoffering circular effective pursuant hereto.

Notice of Registration. If at any time after the date hereof, the Company proposes shall determine to file a Registration Statement on Form X-0register any of its securities, X-0 or S-3, their successor forms or any other form under the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of the Company either for its own account or for the account of a security holder or holders exercising their respective demand registration rights, other than (i) a registration relating solely to employee benefit plans, or (ii) a registration on any of its respective securityholders (a "Proposed Registration"), then registration form which does not permit secondary resales or does not include substantially the Company shall give prompt written notice of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities same information as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to would be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested required to be included in a Piggy-Back Registration registration statement covering the sale of Registrable Securities (including a registration statement solely for the purpose of registering securities to be included on issued in a merger or like transaction, including a Commission Rule 145 transaction), the same terms Company will: (i) promptly give to each Holder written notice thereof; and (ii) include in such registration (and conditions as any similar securities related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within ten (10) days after receipt of such written notice from the Company, by any Holder or Holders. Notwithstanding any other provision of this Section 6, if the Company or any other securityholder included therein and to permit the sale or other disposition managing underwriter advises the Holders in writing that marketing factors require a limitation of such Registrable Securities in accordance with the intended method of distribution of such similar securities; provided, however, in no event shall the Company be required to reduce the number of securities proposed shares to be sold underwritten, then the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders requesting inclusion in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the Company or alter time of filing the terms registration statement, provided however, that the number of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit shares of Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; providedincluded in such underwriting shall not be reduced unless all shares held by officers, that directors and employees of the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve which are not Registrable Securities are first entirely excluded from the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable SecuritiesUnderwriting.

Notice of Registration. If If, at any time after commencing upon the date upon which all or any portion of the Limited Partnership Units shall have been converted into Conversion Shares (but not if such Limited Partnership Units shall have been exchanged for cash in accordance with the provisions hereof), the Company proposes to file files a Registration Statement on Form X-0, X-0 or S-3, their successor forms or any other form registration statement under the Securities Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to firm commitment underwritten public offering of any common stock securities of the Company, the Company for its own account shall give thirty (30) days prior written notice thereof to each Limited Partner and shall, upon the written request of any or all of the Limited Partners, include in the underwritten public offering the number of Conversion Shares that each such Limited Partner may request (except as set forth in Section 8.6(b) below). The Company will keep such registration statement effective and current under the Securities Act permitting the sale of Conversion Shares covered thereby for the account of same period that the registration statement is maintained effective for the other persons (including the Company) selling thereunder. In any underwritten offering, however, the Conversion Shares to be included will be sold at the same time and at the same price as the Company's securities. In the event that the Company fails to receive a written request from a Limited Partner within thirty (30) days of its respective securityholders (a "Proposed Registration")written notice, then the Company shall give prompt written notice have no obligation to include any of the Conversion Shares in the offering. In connection with any registration statement or subsequent amendment or similar document filed pursuant to this Section 8.6, the Company shall take all reasonable steps to make the securities covered thereby eligible for public offering and sale under the securities or blue sky laws of the applicable jurisdictions by the effective date of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securitiesregistration statement; provided, however, provided that in no event shall the Company be required obligated to reduce the number of securities proposed qualify to be sold by the Company or alter the terms of the securities proposed to be sold by the Company do business in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time jurisdiction where it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that is not so qualified at the time of request filing such Holder does documents or to take any action which would subject it to unlimited service of process in any jurisdiction where it is not hold so subject at such time. The Company shall keep such filing current for the Common Stock length of time it must keep any registration statement, post-effective amendment, prospectus or such other Registrable Securitiesoffering circular effective pursuant hereto.

Notice of Registration. If It, at any time after commencing upon the date upon which all or any portion of the Limited Partnership Units shall have been converted into Conversion Shares (but not if such Limited Partnership Units shall have been exchanged for cash in accordance with the provisions hereof), the Company proposes to file files a Registration Statement on Form X-0, X-0 or S-3, their successor forms or any other form registration statement under the Securities Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to firm commitment underwritten public offering of any common stock securities of the Company, the Company for its own account shall give thirty (30) days prior written notice thereof to each Limited Partner and shall, upon the written request of any or all of the Limited Partners, include in the underwritten public offering the number of Conversion Shares that each such Limited Partner may request (except as set forth in Section 8.06(b) below). The Company will keep such registration statement effective and current under the Securities Act permitting the sale of Conversion Shares covered thereby for the account of same period that the registration statement is maintained effective for the other persons (including the Company) selling thereunder. In any underwritten offering, however, the Conversion Shares to be included will be sold at the same time and at the same price as the Company's securities. In the event that the Company fails to receive a written request from a Limited Partner within thirty (30) days of its respective securityholders (a "Proposed Registration")written notice, then the Company shall give prompt written notice have no obligation to include any of the Conversion Shares in the offering. In connection with any registration statement or subsequent amendment or similar document filed pursuant to this Section 8.06, the Company shall take all reasonable steps to make the securities covered thereby eligible for public offering and sale under the securities or blue sky laws of the applicable jurisdictions by the effective date of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to the Company within 15 days of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securitiesregistration statement; provided, however, provided that in no event shall the Company be required obligated to reduce the number of securities proposed qualify to be sold by the Company or alter the terms of the securities proposed to be sold by the Company do business in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time jurisdiction where it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that is not so qualified at the time of request filing such Holder does documents or to take any action which would subject it to unlimited service of process in any jurisdiction where it is not hold so subject at such time. The Company shall keep such filing current for the Common Stock length of time it must keep any registration statement, post-effective amendment, prospectus or such other Registrable Securitiesoffering circular effective pursuant hereto.

Notice of Registration. If at At any time after the date hereofand from time to time, the Company proposes shall notify all Holders in writing at least twenty-one (21) days prior to file a Registration Statement the filing of any new registration statement for purposes of an offering of securities of the Company (but other than registration relating solely to employee benefit plans on Form X-0, X-0 S-8 or S-3, their successor similar forms or any other form under that may be promulgated in the Act appropriate for a primary public offering (other than any Registration Statement on Form S-8future, or a registration relating solely to a SEC Rule 145 transaction on Form S-4 if filed with respect to a Rule 145 transaction or other similar transactionforms that may be promulgated in the future) with respect to any common stock of the Company for its own account or for the account of any of its respective securityholders (a "Proposed Registration"), then the Company shall give prompt written notice of such Proposed Registration to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as will afford each such Holder may request by written notice delivered requesting to the Company within 15 days be included in such registration, in accordance with this Section ‎3.1, an opportunity to include in such registration statement all or part of receipt of the Company Notice by such Holder (a "Piggy-Back Registration"). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of held by such Holder. The Each Holder shall be afforded the opportunity pursuant to this Section ‎3.1 regardless of any contractual or other lock up arrangement that may apply to such Holder’s Registrable Securities and regardless of whether such Holder is entitled to sell its Registrable Securities in the open market pursuant to Rule 144 under the Securities Act. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fourteen (14) days after delivery of the above-described notice by the Company, so notify the Company shall use its reasonable best efforts to cause in writing specifying the managing underwriter or underwriters number of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securities; provided, however, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares orand, to the extent permissible hereundernot previously done so, deliver to the Company a signed joinder to this Agreement in form attached hereto. If a Holder decides not to include all of its Registrable Securities in any other securities convertible into or exchangeable or exercisable for registration statement to be filed by the Registrable SecuritiesCompany, held by such Holder notwithstanding shall nevertheless continue to have the fact that at right to include any Registrable Securities in any subsequent registration statement(s) as may be filed by the time Company with respect to offerings of request such Holder does not hold its securities, subject to the Common Stock or such other Registrable Securitiesterms and conditions set forth in this Agreement. The number of occurrences of the registration pursuant to this Section‎3 shall be unlimited.

Notice of Registration. If at In case the Company shall receive from Initiating Holders a written request that the Company effect any time registration with respect to shares of Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use commercially reasonable efforts to effect such registration as part of a firm commitment underwritten public offering with underwriters reasonably acceptable to the Initiating Holders and the Company (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request by delivering a written notice to such effect to the Company within twenty days after the date hereofof such written notice from the Company. Notwithstanding the foregoing, the Company proposes shall not be obligated to file a Registration Statement on Form X-0, X-0 take any action to effect or S-3, their successor forms or complete any other form under such registration pursuant to this Section 5.1: (A) prior to 180 days after the Act appropriate for a primary effective date of the Company’s first registered public offering of its Ordinary Shares; (B) Unless the requested registration would have an aggregate offering price of all Registrable Securities sought to be registered by all Holders exceeding $5,000,000; (C) Following the filing of, and for 180 days immediately following the effective date of, any registration statement pertaining to securities of the Company (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a registration of securities in a Rule 145 transaction or other similar transaction) with respect to any common stock an employee benefit plan), provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (D) After the Company has effected two registrations pursuant to this Section 5.1(a) and such registrations have been declared or ordered effective; or (E) If the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company for its own account or for the account of any (i) giving notice of its respective securityholders bona fide intention to effect the filing of a registration statement with the Commission, or (a "Proposed Registration"), then ii) stating that in the Company shall give prompt written notice good faith judgment of such Proposed Registration to the Holders Board of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered Directors it would be seriously detrimental to the Company within 15 or its shareholders for a registration statement to be filed in the near future. In such case, the Company’s obligation to use its commercially reasonable efforts to register, qualify or comply under this Section 5.1(a) shall be deferred one or more times for a period not to exceed 120 days of from the receipt of the Company Notice request to file such registration by such Initiating Holder or Holders, provided that the Company may not exercise this deferral right more than once per twelve month period. Subject to the foregoing clauses (a "Piggy-Back Registration"A) through (E). Any such request by a Holder shall specify , the Registrable Securities intended to be disposed of by such Holder. The Company shall use its commercially reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit file a registration statement covering the Registrable Securities so requested to be included in a Piggy-Back Registration to be included on the same terms and conditions registered as any similar securities soon as practicable after receipt of the Company request or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securities; provided, however, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms requests of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, that the Company shall give prompt written notice thereof to participating Initiating Holders. No registration effected under this Section 2(b) shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securities.

Notice of Registration. If at At any time after the date hereof, the Purchaser may demand that a registration statement be filed with the Commission within 30 days after the date on which the Company proposes has received such request, subject to file the provisions of this Section 3(b) and Section 3(e), or, unless, due to circumstances not within the Company's direct control, the audit of the Company's financial statements or of the financial statements of any entity or business acquired or to be acquired by the Company is not complete, in which case the Company shall have an additional period not to exceed 30 days. Subject to the terms and conditions set forth below in this Section 3(b), Section 3(f) and Section 5, upon the Company's receipt from the Purchaser of a Registration Statement on Form X-0, X-0 or S-3, their successor forms or any other form written request that the Company effect a registration under the Securities Act appropriate for a primary public offering (other than any Registration Statement on Form S-8, or on Form S-4 if filed with respect to a Rule 145 transaction or other similar transaction) with respect to any common stock of its Registrable Securities, the Company will use its diligent best efforts to effect any such registration (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualifications and approvals under the laws and regulations applicable to the Company of any applicable governmental agencies and authorities, including applicable blue sky or other state securities laws) as may be so requested and as would permit or facilitate the sale and distribution of all of the Registrable Securities as are specified in such request, provided, that (a) the Purchaser may not make its request within 180 days following the effectiveness of any registered public offering of Common Stock, unless permitted by applicable securities laws; (b) before filing any such registration statement or any amendments or supplements thereto, the Company will (i) furnish to the Purchaser copies of all such documents proposed to be filed, which documents will be subject to the review of the Purchaser and its counsel, and (ii) give the Purchaser and its representatives the opportunity to conduct a reasonable investigation of the records and business of the Company for its own account or for and to participate in the account preparation of any of its respective securityholders such registration statement or any amendments or supplements thereto; and (a "Proposed Registration"), then c) the Company shall give prompt written notice of not be obligated to take any action to effect such Proposed Registration registration pursuant to the Holders of Registrable Securities (a "Company Notice"), and such Company Notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request by written notice delivered to this Section 3(b)(i) after the Company within 15 days of receipt of the Company Notice by has effected two such Holder (a "Piggy-Back Registration"registrations pursuant to this Section 3(b)(i). Any such request by a Holder shall specify the Registrable Securities intended to be disposed of by such Holder. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of such Proposed Registration to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution of such similar securities; provided, however, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided, that such registrations have been declared or ordered effective by the Commission and, if the method of distribution is a registered public offering involving an underwritten offering, all such shares registered thereby shall have been sold pursuant thereto. With respect to any registration requested pursuant to this Section 3(b)(i), the Company shall give prompt written notice thereof may include in such registration any other shares of Common Stock, subject to participating Holders. No registration effected under this the restrictions set forth in Section 2(b) shall relieve the Company of its obligation 3(b)(ii), as to effect a registration upon the request of Holders which it is obligated to include such shares pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit the right of any Holder to request the registration of Purchased Shares or, to the extent permissible hereunder, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by agreements requiring such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock or such other Registrable Securitiesregistration.