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 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 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 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 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 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 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 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 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 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 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 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 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. 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 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 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 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 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 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 at At any time after September 15, 2002, Holders representing at least 60% of the shares of Common Stock underlying the Debentures may demand that a registration statement be filed with the Commission within 6 months 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 the requisite Holders 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 a Proposed Registration 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 any time prior to the time it becomes effectiverequest of the Holder; provided, that such registration has 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; and (d) the Company shall give prompt written notice thereof not be required to participating Holders. No file any registration effected statement under this Section 2(b5.1 unless the holders of at least 33% of the issued and outstanding Registrable Securities (taken as a whole) shall relieve have demanded in writing that the Company of its obligation to effect file a registration upon the request of Holders statement under this Section 5.1. With respect to any registration requested pursuant to Section 2(a). Nothing in this Section 2(b) shall operate to limit 5.1, the right Company may include in such registration any other shares of any Holder to request the registration of Purchased Shares orCommon Stock, subject to the extent permissible hereunderrestrictions set forth in Section 5.3, any other securities convertible into or exchangeable or exercisable for the Registrable Securities, held by as to which it is obligated to include such Holder notwithstanding the fact that at the time of request shares pursuant to agreements requiring 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 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 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 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. 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 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 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 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 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