Common use of Obligations of Parent Clause in Contracts

Obligations of Parent. In connection with any registration of Registrable Securities pursuant to this Article 1, Parent shall: (a) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders such number of copies of any Prospectus (including any preliminary Prospectus and any amended or supplemented Prospectus), in conformity with the requirements of the Securities Act, as the Holders may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective. (e) Subject to the proviso to Section 1.2, use its reasonable efforts to register or qualify the shares of Registrable Securities covered by the Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus included in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any registration of Registrable Securities pursuant to this Article 1, Parent shall: (a) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus (the “"Prospectus”") used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders such number of copies of any Prospectus (including any preliminary Prospectus and any amended or supplemented Prospectus), in conformity with the requirements of the Securities Act, as the Holders may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective. (e) Subject to the proviso to Section 1.2, use its reasonable efforts to register or qualify the shares of Registrable Securities covered by the Registration Statement under the securities or “"blue sky” " laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s 's becoming aware that the prospectus included in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s 's officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s 's accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s 's outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any Whenever required to effect the registration of Registrable Securities the Registerable Shares pursuant to this Article 1Section 2.2, Parent shall, as expeditiously as reasonably possible: (a) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus (the “Prospectus”) used in connection therewith with such registration statement as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in covered by such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of registration statement for the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereonEffective Period. (db) Furnish to the participating Holders Stockholders such number of copies of any Prospectus (a prospectus, including any a preliminary Prospectus and any amended or supplemented Prospectus)prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Holders they may reasonably request in order to effect facilitate the offering and sale disposition of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effectiveRegisterable Shares owned by them. (ec) Subject to the proviso to Section 1.2, use its Use all reasonable efforts to register or and qualify the shares of Registrable Securities securities covered by the Registration Statement such registration statement under the such other securities or “blue sky” Blue Sky laws of such states jurisdictions as shall be reasonably requested by the participating Holders Stockholders; PROVIDED that Parent shall reasonably request and maintain not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such registration states or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a)jurisdictions. (fd) Promptly notify Notify each Holder Stockholder covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act within of the appropriate period referred to in Section 1.4(a), happening of Parent’s becoming aware that any event as a result of which the prospectus included in the Registration Statementsuch registration statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existingunder which such statements were made. Thereafter, Parent shall use commercially reasonable efforts to prepare and at file with the request of any such Holder to promptly prepare SEC and furnish to such Holder each Stockholder as promptly as practicable a reasonable number of copies of a supplement to or an amendment of such prospectus or supplemental prospectus other such documents as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesRegisterable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any under which such notice, each Holder shall immediately suspend use of the prospectusstatements were made. (ge) Cause all such Registrable Securities Use its best efforts to be listed on each securities exchange on which similar securities issued by Parent are then listed andfurnish, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all date that such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish Registerable Shares are delivered to the underwriters for sale, if such Offering a cold comfort letter from Parent’s accountant securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing Parent for the purposes of such registration, in customary form covering such matters and substance as are is customarily covered by such letters). (k) In connection with any Offering that is given to be underwrittenunderwriters in an underwritten public offering, use its reasonable efforts to provide addressed to the underwriters for underwriters, if any, and (ii) a letter dated as of such Offering a legal opinion date, from the independent certified public accountants of Parent’s outside counsel with respect , in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such natureunderwriters. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any registration of Registrable Securities pursuant to this Article 1, Parent shall: (a) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities 1933 Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of Registrable Stock covered by the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to for the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders such number of copies of any Prospectus (including any preliminary Prospectus and any amended or supplemented Prospectus), in conformity with the requirements of the Securities Act, as the Holders may reasonably request in order period required to effect the offering and sale distribution of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective.Stock as set forth in Section 2 hereof; (eb) Subject to the proviso to Section 1.2, use its all reasonable efforts to register or qualify the shares of Registrable Securities Stock covered by the Registration Statement under the securities or “blue sky” sky laws of such states jurisdiction within the United States and Puerto Rico as shall be reasonably requested by the participating Holders for the distribution of the Registrable Stock covered by the Registration Statement; PROVIDED, HOWEVER, that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this paragraph (b) be obligated to do so; and PROVIDED, FURTHER, that Parent shall not be required to qualify such Registrable Stock in any jurisdiction in which the securities regulatory authority requires that the Holders subject any of their Registrable Stock to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) before such authority will consent to the sale of Registrable Stock in such jurisdiction, unless the Holders agree to do so; (c) furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request and maintain any such registration or qualification current until in order to facilitate the earlier to occur disposition of the time periods set forth in Section 1.4(a).Registrable Stock owned by them that is covered by the Registration Statement; and (fd) Promptly promptly notify each Holder the Holders at any time when a prospectus relating thereto is required to be delivered under the Securities 1933 Act within of the appropriate period referred to in Section 1.4(a), happening of Parent’s becoming aware that any event as a result of which the prospectus included in the Registration Statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existingunder which they were made, and at the request of any such Holder to promptly prepare and furnish to such each Holder a reasonable number of copies of a supplement to or an amendment of such prospectus, or supplemental prospectus a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In under which they were made; PROVIDED, that in the event of a material development or transaction affecting Parent that has not yet been publicly disclosed, if Parent shall give determine in good faith that it would be adversely affected by such disclosure, Parent may so notify the Holders and shall deliver to the Holders a certificate signed by an officer of Parent affirming that Parent would be adversely affected by such disclosure (such notice being referred to herein as a "DEFERRAL NOTICE"), and shall thereafter be entitled to defer preparing and furnishing such supplement or amendment until such time as it would not be so adversely affected, but in any event for a period of no more than ninety (90) days following delivery of the Deferral Notice to each Holder, at which time it shall so notify the Holders and shall prepare and furnish to the Holders any such supplement or amendment as may then be required. Following receipt of a Deferral Notice, the Holders shall not make any further sales of Registrable Stock pursuant to the Registration Statement until the Holders receive such notice, each Holder and any such amendment or supplement, from Parent. Following receipt of any supplement or amendment to any prospectus, the Holders shall immediately suspend deliver such amended, supplemental or revised prospectus in connection with any offers or sales of Registrable Stock, and shall not deliver or use of the prospectus. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if any prospectus not so listedsupplemented, to be listed on amended or revised. If Parent issues a Deferral Notice, Parent will extend the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date period of effectiveness of the Registration Statement. Statement for an amount of time equal to the length of the deferral period. Notwithstanding any other provision of this Agreement, Parent may not issue a Deferral Notice more than two (i2) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating consecutive times in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering twelve (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters)12) month period. (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection Except as set forth in Sections 2 and 3, Parent shall (i) prepare and file with any registration the SEC the Form S-3 in accordance with Section 2 hereof with respect to the shares of Registrable Securities pursuant to this Article 1, Parent shall: (a) Use its and shall use commercially reasonable efforts to cause the Registration Statement such Form S-3 to be declared become effective by the SEC at the Effective Time or as soon as practicable thereafter provided in Section 2 and to remain keep such Form S-3 continuously effective until the earlier to occur of (xA) the sale of all of the Registrable Securities so registered and (B) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the HoldersEffective Time; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements furnish to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders Company Shareholders such number of copies of any Prospectus prospectus (including any preliminary Prospectus prospectus and any amended or supplemented Prospectusprospectus), in conformity with the requirements of the Securities Act, as the Holders Company Shareholders may reasonably request in order to effect the offering and sale of the shares of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement such Form S-3 to remain effective. current; (eiii) Subject to the proviso to Section 1.2, use its commercially reasonable efforts to register or qualify the shares of the Registrable Securities covered by the Registration Statement such Form S-3 under the securities or “blue sky” sky laws of such states jurisdictions as the participating Holders Company Shareholders shall reasonably request and maintain (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such registration jurisdiction where it has not been qualified), and do any and all other acts or qualification current until things which may be reasonably necessary or advisable to enable the earlier Company Shareholders to occur consummate the public sale or other disposition of the time periods set forth Registrable Securities in Section 1.4(a). such jurisdictions; (fiv) Promptly notify each Holder at any time when a prospectus relating thereto is required cause all such Registrable Securities to be delivered under listed on each securities exchange or National Association of Securities Dealers, Inc. Automated Quotation System on which similar securities issued by Parent are then listed; (v) notify the Securities Act within Company Shareholders upon the appropriate period referred to in Section 1.4(a), happening of Parent’s becoming aware that any event as a result of which the prospectus included in the Registration Statementsuch Form S-3, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing; (vi) so long as the Form S-3 remains effective, and at the request of any such Holder to promptly prepare prepare, file and furnish to such Holder the Company Shareholders a reasonable number of copies of a supplement to or an amendment or supplemental of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In ; (vii) notify the event Parent Company Shareholders promptly after it shall give any such noticereceive notice thereof, each Holder shall immediately suspend use of the prospectus. date and time any Form S-3 and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such Form S-3 has been filed; (gviii) Cause all notify the Company Shareholders promptly of any request by the SEC for the amending or supplementing of such Registrable Securities to be listed on each securities exchange on which similar securities issued Form S-3 or prospectus or for additional information; and (ix) advise the Company Shareholders promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market SEC suspending the effectiveness of any Form S-3 or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder initiation or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms threatening of any Offering. (j) Make reasonably available proceeding for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, that purpose and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and promptly use its commercially reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to prevent the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing issuance of any underwritten Offering (except as part of stop order or to obtain its withdrawal if such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms)stop order should be issued. (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any registration Subject to the limitations of Registrable Securities pursuant to this Article 1Sections 5 and 11, Parent shall: shall (ai) Use its reasonable efforts to cause keep the Registration Statement to be declared registration statement filed by Parent in accordance with Section 2 hereof effective by until the SEC at earlier of (A) the first anniversary of the Effective Time of the Merger plus the sum of (x) the number of calendar days, if any, the effectiveness of the registration statement is postponed pursuant to Section 3 and (y) the number of calendar days, if any, that Parent suspends the Holder's use of the prospectus pursuant to Section 5, or (B) such time as soon as practicable thereafter and to remain effective until all Registrable Securities have been sold hereunder (the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension PeriodA) and (yB) such period is referred to herein as will terminate when all of the securities covered by the "Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the HoldersPeriod"); provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare ------------------- prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the related prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior registration statement; (iii) furnish to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders each Holder such number of copies of any Prospectus prospectus (including any preliminary Prospectus prospectus and any amended or supplemented Prospectus), prospectus) in conformity with the requirements of the Securities Act, and such other documents, as the Holders each Holder may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement registration statement to remain effective. current; and (eiv) Subject to the proviso to Section 1.2, use its commercially reasonable efforts to register or qualify the shares of Registrable Securities covered by the Registration Statement such registration statement under the securities or “blue sky” sky laws of such states jurisdictions as the participating Holders each Holder shall reasonably request and maintain (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(ajurisdiction where it has not been so qualified). (f) Promptly notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus included in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any Whenever effecting the registration of any Registrable Securities pursuant to this Article 1Securities, Parent shall, as expeditiously as reasonably possible: (a) Use its reasonable efforts Furnish to cause the Registration Statement to be declared effective by Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary requirements of the effectiveness Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offeringowned by them. (b) Use its reasonable efforts to cause register and qualify the Registration Statement securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (c) In the event of any underwritten public offering, enter into and the related prospectus perform its obligations under an underwriting agreement, in usual and any amendment or supplement theretocustomary form, as of the effective date thereof (i) to comply in all material respects with the applicable requirements managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (d) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. Parent will use reasonable efforts to amend or supplement such prospectus in order to cause such prospectus not to contain include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders such number of copies of any Prospectus (including any preliminary Prospectus and any amended or supplemented Prospectus), in conformity with the requirements of the Securities Act, as the Holders may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective. (e) Subject to the proviso to Section 1.2, use its reasonable efforts to register or qualify the shares of Registrable Securities covered by the Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus included in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (ge) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use Use its reasonable efforts to cause Parent’s officersfurnish, directors, employees and independent accountants to supply all information reasonably requested by any on the date that such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish Registrable Securities are delivered to the underwriters for sale, if such Offering a cold comfort letter from Parent’s accountant securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing Parent for the purposes of such registration, in customary form covering such matters and substance as are is customarily covered by such letters). (k) In connection with any Offering that is given to be underwrittenunderwriters in an underwritten public offering, use its reasonable efforts to provide addressed to the underwriters for underwriters, if any, and (ii) a letter dated as of such Offering a legal opinion date, from the independent certified public accountants of Parent’s outside counsel with respect , in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such natureunderwriters. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection Whenever required under this Section 2 to effect the registration of any Registrable Securities, Parent shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Stockholders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred fifty (150) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred fifty (150) day period shall be extended for a period of time equal to the period the Stockholder refrains, at the request of an underwriter of Parent Common Stock (or other securities), from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities pursuant to this Article 1, Parent shall: (a) Use its reasonable efforts to cause the Registration Statement on Form S-3 that are intended to be declared effective offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred fifty (150) day period shall be extended by up to an additional one hundred fifty (150) days, if necessary, to keep the SEC at the Effective Time or as soon as practicable thereafter and to remain registration statement effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) all such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering.are sold; (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement, and the prospectus (the “Prospectus”) used in connection therewith with such registration statement, as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect in order to enable the sale or other disposition of all securities proposed to be registered in covered by such Registration Statement in accordance with the terms of any Offering. A reasonable time prior registration statement; (c) furnish to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide selling Stockholders [ ] copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders such number of copies of any Prospectus (a prospectus, including any a preliminary Prospectus and any amended or supplemented Prospectus)prospectus, in conformity with the requirements of as required by the Securities Act, and such other documents as the Holders Stockholders may reasonably request in order to effect facilitate their disposition of their Registrable Securities; (d) use its commercially reasonable efforts to register and qualify the offering and sale securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the shares of Registrable Securities to be offered and sold, but only while selling Stockholders; provided that Parent shall not be required under to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless Parent is already subject to service in such jurisdiction and except as may be required by the provisions hereof to cause the Registration Statement to remain effective.Securities Act; (e) Subject to in the proviso to Section 1.2event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriters of such offering; (f) use its commercially reasonable efforts to register or qualify the shares of cause all such Registrable Securities covered by the Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus included in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange.; (hg) Provide provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities Securities, in each case not later than the effective date of the Registration Statement.such registration; (ih) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably promptly make available for inspection by any Holder of Registrable Securitiesthe selling Stockholders, any underwriter participating in any Offeringdisposition pursuant to such registration statement, and any attorney, attorney or accountant or other agent retained by any such Holder underwriter or underwriterselected by the selling Stockholders, all financial and other records, pertinent corporate documents documents, and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees employees, and independent accountants to supply all information reasonably requested by any such Holderseller, underwriter, attorney, accountant accountant, or agent in connection with any such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, in each amendment and supplement theretocase, subject to the prospectus included therein execution of appropriate confidentiality agreements; (including the preliminary prospectusi) and such other documents relating thereto in customary form and covering such matters notify each selling Stockholder, promptly after Parent receives notice thereof, of the type customarily covered by legal opinions of time when such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance registration statement has been declared effective or a supplement to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as prospectus forming a part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms).statement has been filed; and (nj) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable after such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing registration statement becomes effective, notify each selling Stockholder of any sale of Registrable Securitiesrequest by the SEC that Parent amend or supplement such registration statement or prospectus.

Obligations of Parent. In connection with any registration of Registrable Securities pursuant to this Article 1contemplated by Section 2(a), Parent shall: (a) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus (the “Prospectus”) Prospectus used in connection therewith with the Registration Statement as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition contemplated distribution of all securities proposed to be registered in covered by such Registration Statement in accordance with for so long as Parent is required to maintain the terms of any Offering. A reasonable time prior to the filing effectiveness of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon.registration under Section 2(a); (dii) Furnish to the participating Holders such number numbers of copies of any Prospectus the applicable Registration Statement (and each amendment and supplement thereto) and of a Prospectus, including any preliminary Prospectus and any amended or supplemented Prospectus)prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Holders they may reasonably request request, in order to effect facilitate the offering and sale of the shares distribution of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective.owned by them; (eiii) Subject to the proviso to Section 1.2, use its reasonable efforts to register or qualify the shares Notify each Holder of Registrable Securities covered by the such Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder Statement, at any time when a prospectus relating thereto related Prospectus is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a)Act, of Parent’s becoming aware that the prospectus included in the Registration Statement, or occurrence of any event as a result of which such prospectus may be amended or supplemented, includes Prospectus contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existingin which they are made; and, and at the request of any such Holder thereafter, subject to Section 2(f), Parent shall promptly prepare and furnish (and, when completed, give notice to each selling Holder) a supplement or amendment to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus Prospectus shall not include contain an untrue statement of a material fact or omit to state a material any fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In in which they are made; provided, however, that upon such notification by Parent, the event selling Holders shall not offer or sell Registrable Securities unless and until (A) Parent shall give any has notified such noticeselling Holders that it has prepared a supplement or amendment to such Prospectus and delivered copies of such supplement or amendment to such selling Holders, each Holder shall immediately suspend or (B) Parent has advised such selling Holders in writing that the use of the prospectus.applicable Prospectus may be resumed (it being understood and agreed by Parent that the foregoing proviso shall in no way diminish or otherwise impair Parent’s obligation to promptly prepare a Prospectus amendment or supplement as above provided in this Section 2(b)(iii) and deliver copies of same as above provided in Section 2(b)(ii)); (giv) Use commercially reasonable efforts to register and qualify the Registrable Securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably appropriate, as reasonably requested by any of the selling Holders, to keep such registration or qualification in effect for so long as such Registration Statement remains in effect, and to take any other reasonable action which may be necessary to enable such Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder; provided, however, that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business, to file a general consent to service of process or to become subject to any material tax in any such states or jurisdictions; and, provided, further, that (notwithstanding anything in this Agreement to the contrary with respect to the bearing of expenses) if any jurisdiction in which any of such Registrable Securities shall be qualified shall require that expenses incurred in connection with the qualification therein of any such Registrable Securities be borne by the selling Holders without reimbursement by Parent, then each selling Holder shall, to the extent required by such jurisdiction, pay its respective pro rata share of such qualification expenses; (v) In connection with a sale of Registrable Securities pursuant to the Registration Statement (assuming that no stop order is in effect with respect to such Registration Statement at the time of such sale), cooperate with the selling Holder and use commercially reasonable efforts to provide the transfer agent for the Registrable Securities with such instructions and legal opinions as may be required in order to facilitate the issuance to the purchaser (or the selling Holder’s broker) of new unlegended certificates for such Registrable Securities; and (vi) Cause all such Registrable Securities to be listed on each securities exchange or quotation system on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchangetraded. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any registration of Registrable Securities With respect to the Registration Statement pursuant to this Article 1X, Parent shall: (a) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of Parent Common Stock covered by the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents for a period equal to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity later of (i) one (1) year or (ii) ninety (90) days following the date no holder of Outstanding Company Shares is restricted from selling its shares of Parent Common Stock pursuant to review and comment thereon.a Lock-Up Agreement; (db) Furnish to the participating Holders such number of copies of any Prospectus (including any preliminary Prospectus and any amended or supplemented Prospectus), in conformity with the requirements of the Securities Act, as the Holders may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective. (e) Subject to the proviso to Section 1.2, use its all reasonable efforts to register or qualify the shares of Registrable Securities Parent Common Stock covered by the Registration Statement under the securities or “blue sky” sky laws of such states jurisdiction within the United States as shall be reasonably requested by the participating Holders Stockholder Representative for the distribution of the Parent Common Stock covered by the Registration Statement and do any and all other acts or things that may be necessary or advisable to enable each holder of the Parent Common Stock covered by the Registration Statement to consummate the public sale or other disposition of stock in such jurisdictions (provided that nothing contained in this provision shall reasonably request and maintain require Parent to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 10.2(b), (ii) subject itself to taxation in any jurisdiction, or (iii) take any action that would subject it to general service of process in any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(ajurisdiction).; (fc) Promptly promptly notify each Holder the Stockholder Representative at any time when a prospectus relating thereto is required to be delivered under the Securities Act within of the appropriate period referred to in Section 1.4(a), happening of Parent’s becoming aware that any event as a result of which the prospectus included in the Registration Statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existingunder which they were made, and at the request of any such Holder to the Stockholder Representative promptly prepare and furnish to such Holder any holder a reasonable number of copies of the prospectus (including a preliminary prospectus or a supplement to or an amendment of such prospectus, or supplemental prospectus a revised prospectus, as may be necessary necessary) so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event under which they were made; provided, that Parent shall give any such noticenotify the Stockholder Representative, each Holder promptly after it shall immediately suspend use receive notice thereof, of the prospectus. date and time the Registration Statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; provided, however, that Parent reserves the right (gwithout penalty) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on suspend the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date effectiveness of the Registration Statement., in each instance for up to sixty (60) consecutive days, as is necessary or appropriate to make sure the Registration Statement or prospectus does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made; (id) In connection with advise the Stockholder Representative promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder stop order by the SEC suspending the effectiveness of the Registration Statement or the underwriters reasonably request in order to expedite initiation or facilitate the disposition of such Registrable Securities in accordance with terms threatening of any Offering.proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; and (je) Make use reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable commercial efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is the Registration Statement to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing declared effective by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days SEC as soon as practicable following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms)filing thereof. (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any Whenever required to effect the registration of any Registrable Securities pursuant to under this Article 1Agreement, Parent shallwill, within a reasonable time after its receipt of notice from the Recipient of its election to include its Registrable Securities in a Registration Statement: (a) Use Prepare and file with the SEC the Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause the such Registration Statement to be declared effective by become effective, and, upon the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary request of the effectiveness Recipient, keep such Registration Statement effective, within ninety (90) days of filing the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering.Statement; (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements to the such Registration Statement and the prospectus (the “Prospectus”) used in connection therewith with such Registration Statement as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in covered by such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon.Statement; (dc) Furnish to the participating Holders Recipient such number of copies of any Prospectus (a prospectus, including any a preliminary Prospectus and any amended or supplemented Prospectus)prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Holders they may reasonably request in order to effect facilitate the offering and sale disposition of the shares of Registrable Securities that are included in such registration; (d) Use its commercially reasonable efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as will be offered and soldreasonably requested by the Recipient, but only while provided Parent shall will not be required under the provisions hereof in connection therewith or as a condition thereto to cause the Registration Statement qualify to remain effective.do business or to file a general consent to service of process in any such states or jurisdictions; (e) Subject In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering (it being understood and agreed, as a condition to the proviso to Section 1.2Parent’s obligations under this clause (e), use Recipient will also enter into and perform its reasonable efforts to register or qualify the shares of obligations under such an agreement); and (f) Notify Recipient if it has Registrable Securities covered by the such Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act within of the appropriate period referred to in Section 1.4(a), happening of Parent’s becoming aware that any event as a result of which the prospectus included in the such Registration Statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any Whenever required under this Section 1 to effect the registration of any Registrable Securities pursuant to this Article 1Securities, Parent shall, as expeditiously as reasonably possible: (a) Use Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective, and, upon the Registration Statement request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to 180 days. Except as set forth in Section 1.2, Parent shall not be declared required to file, cause to become effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of maintain the effectiveness of any registration statement that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering.Act; (b) Use its reasonable efforts Prepare and file with the SEC such amendments and supplements to cause the Registration Statement such registration statement and the related prospectus and any amendment or supplement thereto, used in connection with such registration statement as may be necessary to comply with the provisions of the effective date thereof Securities Act with respect to the disposition of all securities covered by such registration statement; (ic) Furnish to comply the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in all material respects conformity with the applicable requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; (d) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by Parent are then listed; (e) As promptly as practicable, notify the Holders in writing (i) at any time when a prospectus relating to a registration pursuant to Sections 1.2 or 1.3 is required to be delivered under the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary to make the statements therein (as applicabletherein, in light of the circumstances under which they were made, not misleading and (ii) not misleading. (c) Prepare and file with of any request by the SEC or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such amendments offering, and supplements to in either such case, at the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions request of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents Holders prepare and furnish to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders such a reasonable number of copies of any Prospectus (including any preliminary Prospectus and any amended a supplement to or supplemented Prospectus), in conformity with the requirements of the Securities Act, as the Holders may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective. (e) Subject to the proviso to Section 1.2, use its reasonable efforts to register or qualify the shares of Registrable Securities covered by the Registration Statement under the securities or “blue sky” laws an amendment of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus included in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in the light of the circumstances then existing. In the event Parent shall give any such noticeunder which they are made, each Holder shall immediately suspend not misleading; (f) Otherwise use its best efforts to comply with all applicable rules and regulations of the prospectus. (g) Cause all such Registrable Securities SEC, and make available to be listed on each securities exchange on which similar securities issued by Parent are then listed andits security holders to the extent not already provided, if not so listedas soon as reasonably practicable, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities but not later than eighteen (18) months after the effective date of the Registration Statement.registration statement, an earnings statement covering the period of at least twelve (12) months beginning with the first full month after the effective date of such registration statement, which earnings statements shall satisfy the provisions of Section 11 (ia) of the Securities Act; (g) In connection with any Offering that is the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to be underwrittenSection 1, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or Parent shall give the underwriters reasonably request in order to expedite or facilitate the disposition Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of Parent with its officers and the independent public accountants who have certified the financial statements of Parent as shall be necessary, in accordance with terms the opinion of any Offering.such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; and (jh) Make reasonably available for inspection use its best efforts to register or qualify all Registrable Securities covered by any Holder such registration statement under the securities or blue sky laws of such U.S. jurisdictions as the Holders of such Registrable Securities, Securities or any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any to such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of ParentRegistrable Securities shall request, and use its reasonable best efforts to cause Parent’s officersobtain all appropriate registrations, directors, employees permits and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent consents in connection with such Offering (includingtherewith, with respect and do any and all other acts and things which may be necessary or advisable to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with enable the Holders of Registrable Securities or any such underwriter to facilitate consummate the timely preparation and delivery disposition in such jurisdictions of certificates representing its Registrable Securities covered by such registration statement; provided, that Parent shall not for any such purpose be required to be Transferred and qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not bearing so qualified or to consent to general service of process in any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securitiesjurisdiction.

Obligations of Parent. In connection with any registration of Registrable Securities pursuant to this Article 1, Parent covenants that it shall: (a) Use its subject to the provisions of Section 2, prepare and file with the Commission the Parent Registration Statement and use commercially reasonable efforts to cause the Parent Registration Statement to become effective; (b) prepare and file with the Commission such amendments and supplements to the Parent Registration Statement and the Prospectus included therein as may be declared necessary or required to keep the Parent Registration Statement effective by for the SEC at period required hereby and comply with all applicable provisions of the Effective Time Securities Act; (c) use commercially reasonable efforts to prevent the issuance of any stop order or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of other order suspending the effectiveness of the Parent Registration Statement and, if such an order is issued, to obtain the withdrawal thereof at the earliest possible time and to promptly notify each Holder of Registrable Securities included in the Parent Registration Statement of such order; (d) furnish to each Holder of Registrable Securities included in the Parent Registration Statement such number of copies of the Prospectus included in the Parent Registration Statement (subject including each preliminary Prospectus) as such Persons reasonably may request in order to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance comply with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and Act; (e) notify the rules and regulations Holders of Registrable Securities included in the SEC promulgated thereunder and (ii) not to contain Parent Registration Statement upon the occurrence of any event as a result of which the Prospectus included in the Parent Registration Statement, as then in effect, contains an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and as promptly as practicable, prepare, file and furnish to such Holders a reasonable number of copies of a supplement or an amendment to such Prospectus as may be necessary so that such Prospectus does not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, not misleading in light of the circumstances under which they were madethen existing; provided, however, that Parent may delay preparing, filing and distributing any such supplement or amendment if Parent determines in good faith that such supplement or amendment might, in the reasonable judgment of Parent, (i) interfere with or affect the negotiation or completion of a transaction that is being contemplated by Parent (whether or not misleading. a final decision has been made to undertake such transaction) or (cii) Prepare involve initial or continuing disclosure obligations that are not in the best interests of Parent’s stockholders at such time; and file with the SEC such amendments and supplements to the Registration Statement and the prospectus provided, further, that (the x) Parent shall give notice (a “ProspectusStandstill Notice”) used in connection therewith as may be necessary of any such delay to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act each such Holder, (y) such delay shall not extend, with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior registration effected pursuant to the filing provisions of Section 2, for a period of more than ninety (90) days without the written consent of the Registration Statement or Stockholder and (z) Parent shall not exercise such right more than twice during any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon.twelve-month period; (df) Furnish to the participating Holders such number of copies of any Prospectus (including any preliminary Prospectus and any amended or supplemented Prospectus), in conformity with the requirements of the Securities Act, as the Holders may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective. (e) Subject to the proviso to Section 1.2if required, use its commercially reasonable efforts to register or qualify the shares of Registrable Securities covered by the Parent Registration Statement under the securities or “blue sky” laws of such states United States jurisdictions as the participating Holders sellers of Registrable Securities or, in the case of an Underwritten Offering, the managing underwriter or underwriters reasonably shall reasonably request and maintain request; provided, however, that Parent shall not for any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is purpose be required to be delivered under the Securities Act within the appropriate period referred qualify generally to transact business as a foreign corporation in Section 1.4(a), any jurisdiction where it is not so qualified or to consent to general service of Parent’s becoming aware that the prospectus included process in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus.jurisdiction; (g) Cause all such use commercially reasonable efforts to include the Registrable Securities to be listed covered by the Parent Registration Statement on each the NASDAQ Global Market or any other securities exchange on which similar securities issued by the Common Stock of Parent are is then listed listed; and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than in the effective date event of an Underwritten Offering of the Registration Statement. (i) In connection with any Offering that is to be underwrittenRegistrable Securities, enter into such customary agreements (including and perform its obligations under an underwriting agreements agreement, in usual and customary form for similar offerings) and take all such other actions as a Holder or reasonably acceptable to Parent, with the underwriters reasonably request in order to expedite or facilitate the disposition managing underwriter of such Registrable Securities in accordance with terms of any Offeringoffering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any (a) Whenever required under Section 5.2(a), Section 5.3 or Section 5.4 to use its reasonable best efforts to effect the registration of any Registrable Securities pursuant to this Article 1Securities, Parent shall, as expeditiously as practicable: (ai) Use prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause the such Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter become and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer the period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply distribution contemplated thereby determined as provided in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and Section 5.6(b); (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare prepare and file with the SEC such amendments and supplements to the such Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in Registrable Securities covered by such Registration Statement in accordance Statement, and furnish to the Holders of such Registrable Securities copies of any such amendments and supplements prior to their being used or filed with the terms of any Offering. A reasonable time prior SEC; (iii) furnish to the filing Holders of such Registrable Securities such numbers of copies of the Registration Statement or any and the prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders such number of copies of any Prospectus included therein (including any each preliminary Prospectus prospectus and any amended amendments or supplemented Prospectus), supplements thereto in conformity with the requirements of the Securities Act, ) and such other documents and information as the Holders they may reasonably request and make available for inspection by the parties referred to in order Section 5.6(a)(iv) below such financial and other information and books and records of Parent, and cause the officers, directors, employees, counsel and independent certified public accountants of Parent to effect respond to such inquiries, as shall be reasonably necessary, in the offering and sale judgment of the shares respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; (iv) provide (A) the Holders of the Registrable Securities to be offered included in such Registration Statement, (B) the underwriters (which term, for purposes of this Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(11) of the Securities Act), if any, thereof, (C) the sales or placement agent, if any, therefor, (D) counsel for such underwriters or agent, and sold(E) not more than one counsel for all the Holders of such Registrable Securities, but only while Parent shall be required under the provisions hereof opportunity to cause participate in the preparation of such Registration Statement to remain effective.Statement, each prospectus included therein or filed with the SEC, and each amendment or supplement thereto; (ev) Subject to the proviso to Section 1.2, use its reasonable best efforts to register or qualify the shares of Registrable Securities covered by the such Registration Statement under the such securities or “blue sky” sky laws of such states jurisdictions within the United States and Puerto Rico as shall be reasonably appropriate for the participating distribution of such Registrable Securities; provided, however, that Parent shall not be required in connection therewith or as a condition thereto to register or qualify to do business in, or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this Section 5.6(a)(v) be obligated to do so, or to take any action that would subject it to taxation in an amount greater than it would be subject but for the requirements of this paragraph; and provided, further, that Parent shall not be required to qualify such Registrable Securities in any jurisdiction in which the securities regulatory authority requires that any Holder submit its Registrable Securities to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Securities in such jurisdiction unless such Holder agrees to do so; (vi) promptly notify the selling Holders shall reasonably of Registrable Securities, the sales or placement agent, if any, therefor and the managing underwriter or underwriters, if any, thereof and confirm such advice in writing, (A) when such Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the SEC or by any Blue Sky or securities commissioner or regulator of any state with respect thereto or any request and maintain any by the SEC for amendments or supplements to such registration Registration Statement or qualification current until the earlier to occur prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time periods set forth the representations and warranties of Parent contained in Section 1.4(a).any underwriting agreement or other customary agreement cease to be true and correct in all material respects or (E) of the receipt by Parent of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (fvii) Promptly use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto at the earliest practicable date; (viii) promptly notify each selling Holder of Registrable Securities, at any time when a prospectus relating thereto to such Registrable Securities is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a)Act, of Parent’s becoming aware that the happening of any event as a result of which the prospectus included or incorporated by reference in the such Registration Statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading make, in light of the circumstances then existingunder which they were made, the statements therein not misleading, and at the request of any such Holder to promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment or supplemental of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make, in order to make light of the circumstances under which they were made, the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus.misleading; (gix) Cause all furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to Section 5.2(a), Section 5.3 or Section 5.4, if the method of distribution is by means of an underwriting, on the date that the Registrable Securities are delivered to the underwriters for sale pursuant to such registration, or if such Registrable Securities are not being sold through underwriters, on the date that the Registration Statement with respect to such Registrable Securities becomes effective, (A) a signed opinion, dated such date, of the independent legal counsel representing Parent for the purpose of such registration, addressed to the underwriters, if any, and if such Registrable Securities are not being sold through underwriters, then to the Holders making such request, as to such matters as such the Holders holding a majority of the Registrable Securities included in such registration, as the case may be, may reasonably request and as would be listed on each securities exchange on which similar securities issued by Parent customary in such a transaction; and (B) letters, dated such date and the date the offering is priced, from the independent certified public accountants of Parent, addressed to the underwriters, if any, and if such Registrable Securities are not being sold through underwriters, then listed to the Holders making such request and, if not so listedsuch accountants refuse to deliver such letters to such Holders, then to be listed on Parent (x) stating that they are independent certified public accountants within the Nasdaq National Market meaning of the Securities Act and that, in the opinion of such accountants, the financial statements and other financial data of Parent included or incorporated by reference in the Registration Statement or the New York Stock Exchange.prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and (y) covering such other financial matters (including information as to the period ending not more than five (5) Business Days prior to the date of such letters) with respect to the registration in respect of which such letter is being given as such underwriters or the Holders holding a majority of the Registrable Securities included in such registration, as the case may be, may reasonably request and as would be customary in such a transaction; (hx) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including if the method of distribution is by means of an underwriting, an underwriting agreements agreement in customary form for similar offeringsform, including, without limitation, customary indemnification provisions substantially consistent with Section 5.12 and, to the extent required by the underwriters, customary lockup provisions substantially consistent with Section 5.13) and take all such other actions as a Holder or the underwriters are reasonably request required in order to expedite or facilitate the disposition of such the Registrable Securities to be so included in accordance with terms of any Offering.the Registration Statement; (jxi) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable best efforts to cause Parent’s officersobtain the consent or approval of each governmental agency or authority, directorswhether federal, employees and independent accountants state or local, which may be required to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant effect registration or agent the offering or sale in connection with such Offering (includingtherewith or to enable the selling Holder or Holders to offer, with respect or to any Offering that is to be underwrittenconsummate the disposition of, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters).their Registrable Securities; (kxii) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of the Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred sold, which certificates shall conform to the requirements of the principal securities exchange or market on which the Registrable Securities are then listed or admitted to trading and shall not bearing bear any restrictive legends and legends; and, in the case of an underwritten offering, enable such Registrable Securities to be in such denominations and registered in such names as the Holders managing underwriters may reasonably request at least one business day two (2) Business Days prior to the closing of any sale of the Registrable Securities; (xiii) otherwise comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, but not later than 18 months after the effective date of the Registration Statement, an earnings statement covering the period of at least 12 months beginning with the first full month after the effective date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; (xiv) use its reasonable best efforts to list the Registrable Securities covered by such Registration Statement with any securities exchange or quotation system on which the Common Stock is then listed or quoted; and (xv) use its reasonable best efforts to make available the executive officers of Parent to participate with the Holders of Registrable Securities and any underwriters in any "road shows" or other selling efforts that may be reasonably requested by the Holders in connection with the methods of distribution for the Registrable Securities.

Obligations of Parent. In connection with any registration of Registrable Securities pursuant to this contemplated by Article 12, Parent shallshall use commercially reasonable efforts to: (a) Use its reasonable efforts to cause the Cause such Registration Statement to be declared effective by become effective, and, upon the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary request of the effectiveness Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) up to comply 90 days in all material respects with the applicable requirements case of the Securities Act and the rules and regulations of the SEC promulgated thereunder a registration pursuant to Section 2.1 and (ii) not up to contain any untrue statement 12 months in the case of a material fact or omit registration pursuant to state a material fact required to be stated therein or necessary to make Section 2.3, or, if earlier, until the statements therein (as applicable, distribution contemplated in light of the circumstances under which they were made) not misleading.Registration Statement has been completed; (cb) Prepare and file with the SEC such amendments and supplements to the applicable Registration Statement and the prospectus (the “Prospectus”) Prospectus used in connection therewith with such Registration Statement as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition contemplated distribution of all securities proposed to be registered in covered by such Registration Statement; (c) Register and qualify the Registrable Securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably appropriate, as reasonably requested by any of the selling Holders, to keep such registration or qualification in accordance effect for so long as such Registration Statement remains in effect, and to take any other reasonable action which may be necessary to enable such Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder; provided, however, that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business, to file a general consent to service of process or to become subject to any material tax in any such states or jurisdictions; and, provided, further, that (notwithstanding anything in this Agreement to the contrary with respect to the bearing of expenses) if any jurisdiction in which any of such Registrable Securities shall be qualified shall require that expenses incurred in connection with the terms qualification therein of any Offering. A reasonable time prior such Registrable Securities be borne by the selling Holders without reimbursement by Parent, then each selling Holder shall, to the filing of the Registration Statement or any prospectus or any amendment or supplement theretoextent required by such jurisdiction, Parent will provide copies pay its respective pro rata share of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon.qualification expenses; (d) Furnish In connection with a sale of Registrable Securities pursuant to the participating Holders Registration Statement (assuming that no stop order is in effect with respect to such number Registration Statement at the time of copies of any Prospectus (including any preliminary Prospectus and any amended or supplemented Prospectussuch sale), in conformity cooperate with the requirements of selling Holder and provide the transfer agent for the Registrable Securities Act, with such instructions and legal opinions as the Holders may reasonably request be required in order to effect facilitate the offering and sale issuance to the purchaser (or the selling Holder's broker) of the shares of new unlegended certificates for such Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective.Securities; (e) Subject to If the proviso to Section 1.2Registrable Securities are of a class of securities that is listed on a national securities exchange, use its reasonable efforts to register or qualify file copies of any prospectus with such exchange in compliance with Rule 153 under the shares Securities Act so that the Holders of Registrable Securities covered by benefit from the Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a).prospectus delivery procedures described therein; (f) Promptly notify Cooperate with each Holder at and each underwriter, if any, participating in the disposition of Registrable Securities and their respective counsel in connection with any time when filings required to be made with the National Association of Securities Dealers, Inc. ("NASD"), including, if appropriate, the pre-filing of a prospectus relating thereto as part of a shelf Registration Statement in advance of an underwritten offering; (g) During the period when the prospectus is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a)Act, of Parent’s becoming aware that the prospectus included in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact promptly file all documents required to be stated therein filed with the SEC, including pursuant to Sections 13(a), 13(c), 14, or necessary in order to make the statements therein not misleading in light 15(d) of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange.Exchange Act; (h) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities not Securities, in each case no later than the effective date of the Registration Statement.such registration; (i) In connection Comply with the requirements of the Nasdaq Global Select Market or any Offering that other relevant exchange for listing the Registrable Securities prior to or concurrent with the effectiveness of the Registration Statement; (j) Provide copies to and permit legal counsel designated by the Holders to review each Registration Statement and all amendments and supplements thereto no fewer than three (3) Business Days prior to their filing with the SEC; (k) Furnish to the Holders of Registrable Securities and their legal counsel by electronic transmission (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by Parent (but not later than three (3) Business Days after the filing date, receipt date or sending date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, and each letter written by or on behalf of Parent to be underwrittenthe SEC or the staff of the SEC, enter into and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such customary agreements Registration Statement (other than any portion of any thereof which contains information for which Parent has sought confidential treatment), and (ii) such number of copies of a prospectus, including underwriting agreements in customary form for similar offerings) a preliminary prospectus, and take all amendments and supplements thereto and such other actions documents as a each Holder or the underwriters of Registrable Securities may reasonably request in order to expedite or facilitate the disposition of such the Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection owned by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature.related Registration Statement; (l) In connection with Use commercially reasonable efforts to (i) prevent the issuance of any Offering that stop order or other suspension of effectiveness and, (ii) if such order is to be underwrittenissued, make reasonably available its employees and personnel and otherwise provide obtain the withdrawal of any such order as soon as reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering.practicable; and (m) If requested in writing by In the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing event of any underwritten Offering (except as part public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms)offering. (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any registration of Registrable Securities pursuant to this Article 1, Parent shall: (a) Use use its reasonable best efforts to remain a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) from the date of this Agreement until the termination of this Agreement in accordance with Section 10(m); (b) if the Registration Statement is automatically effective upon filing, use commercially reasonable efforts to cause such Registration Statement to remain continuously effective until the termination hereof in accordance with Section 10(m); (c) if the Registration Statement is not automatically effective upon filing, (i) use its reasonable best efforts to be declared cause such Registration Statement to become effective by as promptly as reasonably practicable after the SEC at filing thereof with the Effective Time or as soon as practicable thereafter and to remain effective until SEC, (ii) request the earlier to occur of (x) the first anniversary acceleration of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all by the SEC no later than the end of the securities covered by third (3rd) Business Day after receiving notice from the SEC that it will not review the Registration Statement or that any and all SEC comments have been disposed resolved to the satisfaction of in accordance with the intended methods of disposition thereof by SEC, and (iii) use its reasonable best efforts to cause such Registration Statement to remain continuously effective until the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice termination hereof in accordance with Section 1.3 and 10(m); (d) notify each Holder (including a Permitted Transferee (as defined below)) promptly after Parent receives notice thereof of the time when such Registration Statement has been declared effective or an amendment to such Registration Statement or a supplement to any prospectus forming a part of such Registration Statement has been filed; (e) notify each Holder promptly upon discovery that, or upon the discovery of the happening of any event as a result of which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement or any supplement to remain effective for such longer period (not to exceed five years after any prospectus forming a part of the Registration Statement is first declared effective) as contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the opinion light of counsel for any underwriters the circumstances under which they were made, and, as promptly as practicable, prepare and furnish to each Holder a prospectus is required by law to be delivered in connection with any such Offering by an underwriter supplement or dealer with respect to those Registrable Securities subject amendment to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement theretoso that, as thereafter delivered to purchasers of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) such Registrable Securities, such prospectus will not to contain any an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein (as applicablemade therein, in the light of the circumstances under which they were made) , not misleading.; (cf) Prepare after the Registration Statement becomes effective, notify each Holder of any request by the SEC that Parent amend or supplement such Registration Statement or prospectus included therein or forming a part thereof; (g) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be reasonably necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of Registrable Securities covered by the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to during the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon.Registration Period; (dh) Furnish furnish to the participating Holders each Holder such number numbers of copies of any Prospectus (a prospectus, including any a preliminary Prospectus and any amended or supplemented Prospectus)prospectus, in conformity with the requirements of as required by the Securities Act, and such other documents as the selling Holders may reasonably request in order to effect the offering and sale facilitate their disposition of the shares of their Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective.Securities; (ei) Subject to the proviso to Section 1.2, use its reasonable best efforts to register or and qualify the shares of Registrable Securities covered by the Registration Statement under the such other securities or “blue sky” blue-sky laws of such states domestic jurisdictions as shall be reasonably requested by the participating Holders Holders; provided, however, that Parent shall reasonably request not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless Parent is already subject to service in such jurisdiction; (j) use its reasonable best efforts to comply with all applicable rules and maintain any such registration or qualification current until the earlier to occur regulations of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is required SEC and to be delivered under timely file such reports pursuant to the Securities Exchange Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus included in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or are necessary in order to make generally available to its securityholders as soon as reasonably practicable an earnings statement for the statements therein not misleading in light purposes of, and to provide to any Holders subject to the requirements of, the benefits contemplated by, the last paragraph of Section 11(a) of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters).Act; (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide not later than two (2) Business Days prior to the underwriters for such Offering filing with the SEC of the Registration Statement or a legal opinion of Parent’s outside counsel with respect to the registration statement, each related prospectus or an amendment and or supplement thereto, furnish to one counsel selected in writing to the prospectus included therein (including Company by the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters holders of a majority of the type customarily covered by legal opinions Registrable Securities copies of such nature.documents proposed to be filed, which documents shall be subject to the review and reasonable comment of such counsel, provided, however, that for the avoidance of doubt, the Company shall not in any way be liable for or responsible for any of the fees or expenses of such counsel; and (l) In connection use its reasonable best efforts to file with any Offering that is the SEC in a timely manner all reports and other documents required to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable filed by Parent under Applicable Securities pursuant to such underwritten OfferingLaws. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. (a) In connection with any the registration of the Registrable Securities pursuant to this Article 1Securities, Parent shallshall use its reasonable best efforts to: (a1) Use its reasonable efforts prepare and file with the SEC such amendments (including post-effective amendments) to cause the Shelf Registration Statement and supplements to the Prospectus as may be necessary to keep the Shelf Registration Statement continuously effective and in compliance with the provisions of the Securities Act applicable thereto so as to permit the Prospectus forming part thereof to be current and useable by the GPSI Stockholders for resales of the Registrable Securities for a period of two years from the date the Shelf Registration Statement is first declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such shorter period as that will terminate when there are no Registrable Securities or all of the securities Registrable Securities covered by the Shelf Registration Statement have been disposed of sold pursuant thereto in accordance with the intended methods plan of disposition thereof by the Holders; distribution provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion Prospectus, transferred pursuant to Rule 144 under the Securities Act or otherwise transferred in a manner that results in the delivery of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities new securities not subject to transfer restrictions under the Securities Act (the "Registration Period") and (2) take all lawful action such Offering. that each of (bA) Use its reasonable efforts to cause the Shelf Registration Statement and the related prospectus and any amendment or supplement theretothereto does not, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and (B) the Prospectus forming part of the Shelf Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period include an untrue statement of a material fact or omit to state a material fact required to be stated therein (as applicableor necessary to make the statements therein, in light of the circumstances under which they were made) , not misleading.. Notwithstanding the foregoing, Parent's obligations hereunder shall terminate as to any investor at such time as such investor's Registrable Securities can be sold under Rule 144(k) or similar provision; (cii) Prepare and file with the SEC such amendments and supplements to During the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to Period, comply with the provisions of the Securities Act with respect to the sale or other disposition Registrable Securities of all securities proposed to be registered in such Parent covered by the Shelf Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the terms intended methods of any Offering. A reasonable time prior to disposition by the filing GPSI Stockholders as set forth in the Prospectus forming part of the Shelf Registration Statement Statement; (iii) Furnish to each GPSI Stockholder whose Registrable Securities are included in the Shelf Registration Statement, (A) promptly after the same is prepared and publicly distributed, filed with the SEC, or any prospectus or any received by Parent, one copy of the Shelf Registration Statement, each Prospectus, and each amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (dB) Furnish to the participating Holders such number of copies of any Prospectus (including any preliminary the Prospectus and any amended or supplemented Prospectus), in conformity with the requirements of the Securities Actall amendments and supplements thereto and such other documents, as the Holders such GPSI Stockholder may reasonably request in order to effect facilitate the offering and sale disposition of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective.owned by such GPSI Stockholder; (e1) Subject to the proviso to Section 1.2, use its reasonable efforts to register Register or qualify the shares of Registrable Securities covered by the Shelf Registration Statement under the such securities or “"blue sky” " laws of all jurisdictions in which GPSI Stockholders are located requiring blue sky registration or qualification, (2) prepare and file in such states jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the participating Holders effectiveness thereof at all times during the Registration Period, (3) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (4) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that Parent shall reasonably request and maintain not be required in connection with any of its obligations under this Section 7.5(a)(iv) to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.5(a)(iv), (B) subject itself to general taxation in any such registration jurisdiction or qualification current until the earlier (C) file a general consent to occur service of process in any such jurisdiction; (v) As promptly as practicable after becoming aware of such event, notify each GPSI Stockholder of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at occurrence of any time when event, as a prospectus relating thereto is required to be delivered under result of which the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus Prospectus included in the Shelf Registration Statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in light of the circumstances then existingunder which they were made, not misleading, and at the request of any such Holder to promptly prepare an amendment to the Shelf Registration Statement and furnish supplement to the Prospectus to correct such Holder untrue statement or omission, and deliver a number of copies of such supplement and amendment to each GPSI Stockholder as such GPSI Stockholder may reasonably request; (vi) Notify each GPSI Stockholder who holds Registrable Securities being sold (or, in the event of an amendment underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or supplemental prospectus as may be necessary so thatother suspension of the effectiveness of the Shelf Registration Statement on the date of receipt of any such stop order or other suspension, as thereafter delivered and take all lawful action to effect the purchasers withdrawal, recession or removal of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact stop order or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus.other suspension; (gvii) Cause all such the Registrable Securities covered by the Shelf Registration Statement to be listed listed, not later than the date that Shelf Registration Statement is declared effective by the SEC, on each a principal national securities exchange exchange, or included in an inter-dealer quotation system of a registered national securities association, on or in which similar securities of the same class or series issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange.included; (hviii) Provide Maintain a transfer agent and registrar registrar, which may be a single entity, for all such the Registrable Securities; (ix) Cooperate with the GPSI Stockholders who hold Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities being offered to facilitate the timely preparation and delivery of certificates representing for the Registrable Securities to be Transferred and not bearing any restrictive legends offered pursuant to the Shelf Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as the GPSI Stockholders reasonably may request and registered in such names as the Holders GPSI Stockholders may reasonably request at least one request; and, within three business day prior days after a registration statement which includes Registrable Securities is declared effective by the SEC, deliver and cause legal counsel selected by Parent to deliver to the closing transfer agent for the Registrable Securities (with copies to the GPSI Stockholders whose Registrable Securities are included in such registration statement) an appropriate instruction letter and, to the extent necessary, an opinion of any sale such counsel; (x) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the GPSI Stockholders of their Registrable Securities.Securities in accordance with the intended methods therefore provided in the Prospectus which are customary under the circumstances;

Obligations of Parent. In connection with any Subject to Sections 12.2, 12.3 and 12.4, when --------------------- required to effect the registration of any Registrable Securities pursuant to under the terms of this Article 1Agreement, Parent shallwill, as expeditiously as reasonably possible: (a) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements furnish to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders such number of copies of any Prospectus the prospectus for the Shelf Registration (or Subsequent Registration, as applicable), including any a preliminary Prospectus prospectus (and any amended amendments or supplemented Prospectussupplements thereto), in conformity with the requirements of the Securities Act, and such other documents as the Holders they may reasonably request in order to effect facilitate the offering and sale disposition of the shares Registrable Securities owned by them; (b) notify each Holder of Registrable Securities promptly and, if requested by such Holder, confirm such notification in writing promptly (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for post-effective amendments and supplements to a registration statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by Parent of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of any determination by Parent that a post-effective amendment to a registration statement would be appropriate; (c) use commercially reasonable efforts to (i) register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as will be reasonably requested by the Holders; provided, however, that Parent will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such state or jurisdiction unless Parent is already so qualified or subject to service of process, respectively, in such jurisdiction; and (ii) cause such Registrable Securities to be offered registered with or approved by such other governmental agencies or authorities, including the National Association of Securities Dealers, as may be necessary by virtue of the business and soldoperations of Parent; provided, but only while however, that Parent shall will not be required under to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any jurisdiction, or (C) consent to general service of process in any such jurisdiction except as may be required by the provisions hereof to cause the Registration Statement to remain effective.Securities Act; (ed) Subject to the proviso to Section 1.2, use its reasonable efforts to register or qualify the shares promptly notify each Holder of Registrable Securities covered by the Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time statement, when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a)Act, of Parent’s becoming aware that the happening of any event as a result of which the prospectus included in the Registration Statementsuch registration statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In existing and, subject to the event Parent shall give provisions of this Agreement, at the request of any such noticeHolder, prepare and furnish to each Holder shall immediately suspend use of Registrable Securities then outstanding a reasonable number of copies of a supplement to or an amendment of the prospectus.prospectus as may be necessary to correct the untrue statement or omission; (ge) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably make available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, Securities and any attorney, accountant or other agent professional retained by any such Holder or underwriter(collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of ParentParent (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and use its reasonable efforts to cause Parent’s 's officers, directors, directors and employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent Inspectors in connection with such Offering (includingregistration statement; provided, with respect that prior to any Offering that is such disclosure, such Inspector executes a non-disclosure agreement in form and substance reasonably acceptable to Parent. Records which Parent reasonably determines to be underwrittenconfidential and which it notifies the Inspectors in writing are confidential shall not be disclosed to the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Holder of Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of Parent or its affiliates or otherwise disclosed by it unless and until such is made generally available to the public. Each Holder of such Registrable Securities further agrees that it will, using upon leaning that disclosure of such Records is sought in a court of competent jurisdiction, give written notice to Parent and allow Parent, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential; (f) use commercially reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable cause all such Registrable Securities to be in such denominations listed on the Nasdaq National Market and registered in such names as each securities exchange on which similar securities issued by Parent are then listed; and (g) upon the Holders may reasonably request at least one business day prior to the closing of any sale of Holder, promptly provide the name, address and other contract information regarding Parent's transfer agent for the Registrable Securities and the CUSIP number for the Registrable Securities.

Obligations of Parent. In connection Except as set forth in Sections 2 and 3, Parent shall (i) prepare and file with any registration the SEC a Form S-3 in accordance with Section 2 hereof with respect to the shares of Registrable Securities pursuant to this Article 1, Parent shall: (a) Use its and shall use reasonable best efforts to cause the Registration Statement such Form S-3 to be declared become effective by the SEC at the Effective Time or as soon as practicable thereafter provided in Section 2 and to remain keep such Form S-3 continuously effective until the earlier to occur of (xA) the first anniversary sale of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. so registered or (bB) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement theretoOctober , as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and 2000; (ii) not furnish to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders each Company Shareholder such number of copies of the Form S-3 and any Prospectus prospectus (including any preliminary Prospectus prospectus and any amended or supplemented Prospectus), in conformity with the requirements of the Securities Actprospectus) and all documents incorporated by reference, as the Holders such Company Shareholder may reasonably request in order to effect the offering and sale of the shares of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement such Form S-3 to remain effective. ; (eiii) Subject to the proviso to Section 1.2, use its reasonable best efforts to register or qualify the shares of the Registrable Securities covered by the Registration Statement such Form S-3 under the securities or “blue sky” sky laws of such states jurisdictions as the participating Holders each Company Shareholder shall reasonably request and maintain (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such registration jurisdiction where it has not been qualified), and do any and all other acts or qualification current until things which may be reasonably necessary or advisable to enable the earlier Company Shareholders to occur consummate the public sale or other disposition of the time periods set forth Registrable Securities in Section 1.4(a). such jurisdictions; (fiv) Promptly notify each Holder at any time when use its reasonable best efforts to provide a prospectus relating thereto is required CUSIP number for the Registrable Securities not later than the effective date of the registration; (v) use its reasonable efforts to comply with all applicable rules and regulation of the SEC; (vi) cause all such Registrable Securities to be delivered under listed on each securities exchange or National Association of Securities Dealers, Inc. Automated Quotation System on which similar securities issued by Parent are then listed; (vii) notify the Securities Act within Company Shareholders upon the appropriate period referred to in Section 1.4(a), happening of Parent’s becoming aware that any event as a result of which the prospectus included in the Registration Statementsuch Form S-3, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing; (viii) so long as the Form S-3 remains effective, and at the request of any such Holder to promptly prepare prepare, file and furnish to such Holder the Company Shareholders a reasonable number of copies of a supplement to or an amendment or supplemental of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In ; (ix) notify the event Parent Company Shareholders promptly after it shall give any such notice, each Holder shall immediately suspend use receive notice thereof; of the prospectus. date and time any Form S-3 and each post- effective amendment thereto has become effective or a supplement to any prospectus forming a part of such Form S-3 has been filed; (gx) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued advise the Company Shareholders promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market SEC suspending the effectiveness of any Form S-3 or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder initiation or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms threatening of any Offering. (j) Make reasonably available proceeding for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, that purpose and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and promptly use its commercially reasonable efforts to cause Parent’s officers, directors, employees prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent (xi) deliver unlegended securities for delivery in connection with such Offering (including, with respect to closing an offering of any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities registered securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten a registration or effected pursuant to registrations on Form S-4 or Form S-8 or any successor forms)this Agreement. (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any Whenever required to effect the registration of any Registrable Securities pursuant to this Article 1Securities, Parent shall, as expeditiously as possible: (a) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus (the “Prospectus”) used in connection therewith with such registration statement as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in covered by such Registration Statement in accordance registration statement; (b) prepare and file with the terms SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to add any permitted assignee or transferee of any Offering. A reasonable time prior Holder as a "selling stockholder" therein, subject to receipt of the requisite information regarding such "selling stockholder"; (c) furnish to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders such number of copies of any Prospectus (a prospectus, including any a preliminary Prospectus and any amended or supplemented Prospectus)prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Holders they may reasonably request in order to effect facilitate the offering and sale of the shares disposition of Registrable Securities owned by them; (d) use all reasonable efforts to be offered register and soldqualify the securities covered by such registration statement under such other securities or Blue Sky laws in the United States; provided, but only while that Parent shall not be required under the provisions hereof in connection therewith or as a condition thereto to cause the Registration Statement qualify to remain effective.do business or to file a general consent to service of process in any such states or jurisdictions; (e) Subject furnish to each Holder upon request: (i) to the proviso extent true, a written statement by Parent that it has complied with the reporting requirements of the Securities Act and the Exchange Act and that it qualifies as a registrant whose securities may be resold pursuant to Section 1.2, use its reasonable efforts Form S-3 and (ii) such other information as may be reasonably requested in availing each Holder of any rule or regulation of the SEC which permits the selling of any Registrable Securities pursuant to register or qualify the shares Form S-3; (f) notify each Holder of Registrable Securities covered by the Registration Statement under registration statement of the securities issuance by the SEC or “blue sky” laws any other federal or state governmental authority of such states as any stop order suspending the participating Holders shall reasonably request and maintain any such effectiveness of the registration or qualification current until the earlier initiation of any proceedings for that purpose or the receipt by Parent of any notification with respect to occur the suspension of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus included in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light qualification of the circumstances then existing, and at the request of Registrable Securities for sale in any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus.jurisdiction; (g) Cause cause all such Registrable Securities registered hereunder to be listed on the Nasdaq National Market or each securities exchange on which similar securities issued by Parent are then listed andlisted, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchangeany. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection Whenever required under Section 4.01 to effect the registration of any Registrable Securities, Parent shall, as expeditiously as reasonably possible: (a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Exchange Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to six months or, if earlier, until the distribution contemplated in the registration statement has been completed; provided that in the case of any registration of Registrable Securities pursuant on Form S-3, such six-month period shall be extended for up to this Article 1ninety days, Parent shall: (a) Use its reasonable efforts if necessary, to cause keep the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain registration statement effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) all such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering.are sold; (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare prepare and file with the SEC Securities and Exchange Commission such amendments and supplements to the Registration Statement such registration statement, and the prospectus (the “Prospectus”) used in connection therewith with such registration statement, as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect in order to enable the sale or other disposition of all securities proposed to be registered in covered by such Registration Statement in accordance with the terms of any Offering. A reasonable time prior registration statement; (c) furnish to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating selling Exchange Holders such number numbers of copies of any Prospectus (a prospectus, including any a preliminary Prospectus and any amended or supplemented Prospectus)prospectus, in conformity with the requirements of as required by the Securities Act, and such other documents as the Exchange Holders may reasonably request in order to effect facilitate their disposition of their Registrable Securities; (d) use its commercially reasonable efforts to register and qualify the offering and sale securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the shares of Registrable Securities to be offered and sold, but only while selling Exchange Holders; provided that Parent shall not be required under to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless Parent is already subject to service in such jurisdiction and except as may be required by the provisions hereof to cause the Registration Statement to remain effective.Securities Act; (e) Subject to the proviso to Section 1.2promptly make available for inspection, use its reasonable efforts to register or qualify the shares of Registrable Securities covered by the Registration Statement under the securities or “blue sky” laws of such states as the participating selling Exchange Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus included in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent one law firm retained by any such Holder or underwriterthe selling Exchange Holders, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees employees, and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant seller or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securitiesfirm, in each case for its own accountas necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith; (f) notify each selling Exchange Holder, during promptly after Parent receives notice thereof, of the time period reasonably requested by the managing underwriters, not when such registration statement has been declared effective or a supplement to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as prospectus forming a part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms).statement has been filed; and (ng) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable after such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing registration statement becomes effective, notify each selling Exchange Holder of any sale of Registrable Securitiesrequest by the Securities and Exchange Commission that Parent amend or supplement such registration statement or prospectus.

Obligations of Parent. In connection Except as set forth in Sections 2 and 3, Parent shall (i) prepare and file with any registration the SEC the Form S-3 in accordance with Section 2 hereof with respect to the shares of Registrable Securities pursuant to this Article 1, Parent shall: (a) Use its and shall use commercially reasonable efforts to cause the Registration Statement such Form S-3 to be declared become effective by the SEC at the Effective Time or as soon as practicable thereafter provided in Section 2 and to remain keep such Form S-3 continuously effective until the earlier to occur of (xA) the sale of all of the Registrable Securities so registered and (B) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the HoldersEffective Time; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements furnish to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders Company Stockholders such number of copies of any Prospectus prospectus (including any preliminary Prospectus prospectus and any amended or supplemented Prospectusprospectus), in conformity with the requirements of the Securities Act, as the Holders Company Stockholders may reasonably request in order to effect the offering and sale of the shares of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement such Form S-3 to remain effective. current; (eiii) Subject to the proviso to Section 1.2, use its commercially reasonable efforts to register or qualify the shares of the Registrable Securities covered by the Registration Statement such Form S-3 under the securities or “blue sky” sky laws of such states jurisdictions as the participating Holders Company Stockholders shall reasonably request and maintain (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such registration jurisdiction where it has not been qualified), and do any and all other acts or qualification current until things which may be reasonably necessary or advisable to enable the earlier Company Stockholders to occur consummate the public sale or other disposition of the time periods set forth Registrable Securities in Section 1.4(a). such jurisdictions; (fiv) Promptly notify each Holder at any time when a prospectus relating thereto is required cause all such Registrable Securities to be delivered under listed on each securities exchange or National Association of Securities Dealers, Inc. Automated Quotation System on which similar securities issued by Parent are then listed; (v) notify the Securities Act within Company Stockholders upon the appropriate period referred to in Section 1.4(a), happening of Parent’s becoming aware that any event as a result of which the prospectus included in the Registration Statementsuch Form S-3, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing; (vi) so long as the Form S-3 remains effective, and at the request of any such Holder to promptly prepare prepare, file and furnish to such Holder the Company Stockholders a reasonable number of copies of a supplement to or an amendment or supplemental of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In ; (vii) notify the event Parent Company Stockholders promptly after it shall give any such noticereceive notice thereof, each Holder shall immediately suspend use of the prospectus. date and time any Form S-3 and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such Form S-3 has been filed; (gviii) Cause all notify the Company Stockholders promptly of any request by the SEC for the amending or supplementing of such Registrable Securities to be listed on each securities exchange on which similar securities issued Form S-3 or prospectus or for additional information; and (ix) advise the Company Stockholders promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market SEC suspending the effectiveness of any Form S-3 or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder initiation or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms threatening of any Offering. (j) Make reasonably available proceeding for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, that purpose and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and promptly use its commercially reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to prevent the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing issuance of any underwritten Offering (except as part of stop order or to obtain its withdrawal if such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms)stop order should be issued. (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. (a) In connection with any the registration of the Registrable Securities pursuant to this Article 1Securities, Parent shallshall use its reasonable best efforts to: (a1) Use its reasonable efforts prepare and file with the SEC such amendments (including post-effective amendments) to cause the Shelf Registration Statement and supplements to the Prospectus as may be necessary to keep the Shelf Registration Statement continuously effective and in compliance with the provisions of the Securities Act applicable thereto so as to permit the Prospectus forming part thereof to be current and useable by the Landmark Stockholders for resales of the Registrable Securities for a period of two years from the date the Shelf Registration Statement is first declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such shorter period as that will terminate when there are no Registrable Securities or all of the securities Registrable Securities covered by the Shelf Registration Statement have been disposed of sold pursuant thereto in accordance with the intended methods plan of disposition thereof by the Holders; distribution provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion Prospectus, transferred pursuant to Rule 144 under the Securities Act or otherwise transferred in a manner that results in the delivery of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities new securities not subject to transfer restrictions under the Securities Act (the "Registration Period") and (2) take all lawful action such Offering. that each of (bA) Use its reasonable efforts to cause the Shelf Registration Statement and the related prospectus and any amendment or supplement theretothereto does not, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and (B) the Prospectus forming part of the Shelf Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period include an untrue statement of a material fact or omit to state a material fact required to be stated therein (as applicableor necessary to make the statements therein, in light of the circumstances under which they were made) , not misleading.. Notwithstanding the foregoing, Parent's obligations hereunder shall terminate as to any investor at such time as such investor's Registrable Securities can be sold under Rule 144(k) or similar provision; (cii) Prepare and file with the SEC such amendments and supplements to During the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to Period, comply with the provisions of the Securities Act with respect to the sale or other disposition Registrable Securities of all securities proposed to be registered in such Parent covered by the Shelf Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the terms intended methods of any Offering. A reasonable time prior to disposition by the filing Landmark Stockholders as set forth in the Prospectus forming part of the Shelf Registration Statement Statement; (iii) Furnish to each Landmark Stockholder whose Registrable Securities are included in the Shelf Registration Statement, (A) promptly after the same is prepared and publicly distributed, filed with the SEC, or any prospectus or any received by Parent, one copy of the Shelf Registration Statement, each Prospectus, and each amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (dB) Furnish to the participating Holders such number of copies of any Prospectus (including any preliminary the Prospectus and any amended or supplemented Prospectus), in conformity with the requirements of the Securities Actall amendments and supplements thereto and such other documents, as the Holders such Landmark Stockholder may reasonably request in order to effect facilitate the offering and sale disposition of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective.owned by such Landmark Stockholder; (e1) Subject to the proviso to Section 1.2, use its reasonable efforts to register Register or qualify the shares of Registrable Securities covered by the Shelf Registration Statement under the such securities or “"blue sky” " laws of all jurisdictions in which Landmark Stockholders are located requiring blue sky registration or qualification, (2) prepare and file in such states jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the participating Holders effectiveness thereof at all times during the Registration Period, (3) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (4) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that Parent shall reasonably request and maintain not be required in connection with any of its obligations under this Section 7.5(a)(iv) to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 7.5(a)(iv), (B) subject itself to general taxation in any such registration jurisdiction or qualification current until the earlier (C) file a general consent to occur service of process in any such jurisdiction; (v) As promptly as practicable after becoming aware of such event, notify each Landmark Stockholder of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at occurrence of any time when event, as a prospectus relating thereto is required to be delivered under result of which the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus Prospectus included in the Shelf Registration Statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in light of the circumstances then existingunder which they were made, not misleading, and at the request of any such Holder to promptly prepare an amendment to the Shelf Registration Statement and furnish supplement to the Prospectus to correct such Holder untrue statement or omission, and deliver a number of copies of such supplement and amendment to each Landmark Stockholder as such Landmark Stockholder may reasonably request; (vi) Notify each Landmark Stockholder who holds Registrable Securities being sold (or, in the event of an amendment underwritten offering, the managing underwriters) of the issuance by the SEC of any stop order or supplemental prospectus as may be necessary so thatother suspension of the effectiveness of the Shelf Registration Statement on the date of receipt of any such stop order or other suspension, as thereafter delivered and take all lawful action to effect the purchasers withdrawal, recession or removal of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact stop order or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus.other suspension; (gvii) Cause all such the Registrable Securities covered by the Shelf Registration Statement to be listed listed, not later than the date that Shelf Registration Statement is declared effective by the SEC, on each a principal national securities exchange exchange, or included in an inter-dealer quotation system of a registered national securities association, on or in which similar securities of the same class or series issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange.included; (hviii) Provide Maintain a transfer agent and registrar registrar, which may be a single entity, for all such the Registrable Securities; (ix) Cooperate with the Landmark Stockholders who hold Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities being offered to facilitate the timely preparation and delivery of certificates representing for the Registrable Securities to be Transferred and not bearing any restrictive legends offered pursuant to the Shelf Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as the Landmark Stockholders reasonably may request and registered in such names as the Holders Landmark Stockholders may reasonably request at least one request; and, within three business day prior days after a registration statement which includes Registrable Securities is declared effective by the SEC, deliver and cause legal counsel selected by Parent to deliver to the closing transfer agent for the Registrable Securities (with copies to the Landmark Stockholders whose Registrable Securities are included in such registration statement) an appropriate instruction letter and, to the extent necessary, an opinion of any sale such counsel; (x) Take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Landmark Stockholders of their Registrable Securities.Securities in accordance with the intended methods therefore provided in the Prospectus which are customary under the circumstances;

Obligations of Parent. In connection with any (a) Except as set forth in Sections 2 and 3, whenever required to ---------------- effect the registration of any Registrable Securities pursuant to under this Article 1Agreement, Parent shall, as expeditiously as reasonably possible: (a1) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter Prepare and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance file with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), Commission a registration statement with respect to an Offering for which Parent has received notice in accordance with Section 1.3 such Registrable Securities and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause such registration statement to become effective and, upon the Registration Statement to remain effective for such longer period (not to exceed five years after request of the Registration Statement is first declared effective) as in Holders of a majority of the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to registered thereunder, keep such Offeringregistration statement effective until the earlier of (i) 180 successive days or (ii) all Registrable Securities registered on such registration statement have been sold. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c2) Prepare and file with the SEC Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus (the “Prospectus”) used in connection therewith with such registration statement as may be reasonably necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in covered by such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereonregistration statement. (d3) Furnish to the participating Holders such number of copies of any Prospectus (a prospectus, including any a preliminary Prospectus and any amended or supplemented Prospectus)prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Holders they may reasonably request in order to effect facilitate the offering and sale disposition of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effectiveowned by them that are included in such registration. (e4) Subject to the proviso to Section 1.2, use Use its reasonable efforts to register or and qualify the shares of Registrable Securities securities covered by the Registration Statement such registration statement under the such other securities or “blue sky” sky laws of such states jurisdictions as shall be reasonably requested by the participating Holders Holders, provided that the Parent shall reasonably request and maintain not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process or subject itself to taxation in any such registration states or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a)jurisdictions. (f5) Promptly notify In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an underwriting agreement. (6) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Parent are then listed. (7) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the date by which such actions are required to be taken by applicable law or by the rules of any securities exchange on which securities issued by the Parent are then listed or approved for listing. (8) Notify each Holder covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act within of the appropriate period referred to in Section 1.4(a), happening of Parent’s becoming any event of which the Parent becomes aware that as a result of which the prospectus included in the Registration Statementsuch registration statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g9) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed andFurnish, if not so listed, to be listed on at the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder requesting registration of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any on the date that such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish Registrable Securities are delivered to the underwriters for sale, if such Offering securities are being sold through underwriters or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Parent for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, or if not underwritten, in form and substance as is customarily given to underwriters and reasonably satisfactory to counsel to the Holder offering the greatest number of Registrable Securities for sale in the registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities, and (ii) a cold comfort "comfort" letter dated as of such date, from the independent certified public accountants of the Parent’s accountant , in customary form covering such matters and substance as are is customarily covered given by such letters)independent certified public accountants to underwriters in an underwritten public offering, or if not underwritten, in form and substance as is customarily given to underwriters and reasonably satisfactory to counsel to the Holder offering the greatest number of Registrable Securities for sale in the registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. (kb) In connection Parent shall comply with any Offering all of the reporting requirements of the Exchange Act applicable to it and shall comply with all other public information reporting requirements of the Commission that is to be underwritten, use its reasonable efforts to provide are conditions to the underwriters availability of Rule 144 for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters sale of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Securities. Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably shall cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to in supplying such information as may be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as necessary for the Holders may reasonably request at least one business day prior to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the closing availability of any sale of Registrable SecuritiesRule 144.

Obligations of Parent. In connection with any Whenever required under this Section 2 to effect the registration of any Registrable Securities pursuant to this Article 1Securities, Parent shall, as expeditiously as reasonably possible: (a) Use prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and, upon the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary request of the effectiveness Holders of a majority of the Registration Statement Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (subject to extension to reflect any Suspension Period120) and days (y) such period as will terminate when all except, in the case of the securities covered by the Resale Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided thatStatement, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable such period of time (but no later than 90 daysspecified in Section 2.1) following such noticeor, Parent will use its reasonable efforts to cause if earlier, until the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as distribution contemplated in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering.registration statement has been completed; (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus (the “Prospectus”) used in connection therewith with such registration statement as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in covered by such Registration Statement in accordance with the terms of any Offering. A reasonable time prior registration statement; (c) furnish to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders such number of copies of any Prospectus (a prospectus, including any a preliminary Prospectus prospectus and any amended or supplemented Free Writing Prospectus), in conformity with the requirements of the Securities Act, and such other documents as the Holders they may reasonably request in order to effect facilitate the offering and sale of the shares disposition of Registrable Securities owned by them; (d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be offered and soldreasonably requested by the Holders, but only while provided that Parent shall not be required under the provisions hereof in connection therewith or as a condition thereto to cause the Registration Statement qualify to remain effective.do business or to file a general consent to service of process in any such states or jurisdictions; (e) Subject to in the proviso to Section 1.2event of any underwritten public offering, use enter into and perform its reasonable efforts to register or qualify obligations under an underwriting agreement, in usual and customary form, with the shares managing underwriter of such offering; (f) notify each Holder of Registrable Securities covered by the Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder statement at any time when a prospectus or Free Writing Prospectus (to the extent prepared by or on behalf of Parent) relating thereto is required to be delivered under the Securities Act within of the appropriate period referred to in Section 1.4(a), happening of Parent’s becoming aware that any event as a result of which the prospectus included in the Registration Statementsuch registration statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing, and and, at the request of any such Holder to promptly prepare Holder, Parent will, as soon as reasonably practicable, file and furnish to all such Holder Holders a number supplement or amendment to such prospectus or Free Writing Prospectus (to the extent prepared by or on behalf of copies of an amendment or supplemental prospectus as may be necessary Parent) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall will not include contain an untrue statement of a material fact or omit to state a material any fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus.under which they were made; (g) Cause cause all such Registrable Securities registered pursuant to this Section 2 to be listed on a national exchange or trading system and on each securities exchange and trading system on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange.; (h) Provide provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and a CUSIP number for all such Registrable Securities Securities, in each case not later than the effective date of the Registration Statement.such registration; (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably promptly make available for inspection by any Holder of Registrable Securitiesthe selling Holders, any underwriter managing underwriter(s) participating in any Offeringdisposition pursuant to such registration statement, and any attorney, attorney or accountant or other agent retained by any such Holder underwriter or underwriterselected by the selling Holders, all financial and other pertinent records, pertinent corporate documents documents, and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees employees, and independent accountants to supply all information reasonably requested by any such Holderseller, underwriter, attorney, accountant accountant, or agent agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection with therewith; (j) notify each selling Holder, promptly after Parent receives notice thereof, of the time when such Offering (including, with respect registration statement has been declared effective or a supplement to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for prospectus forming a part of such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters).registration statement has been filed; and (k) In connection after such registration statement becomes effective, notify each selling Holder of any request by the SEC that Parent amend or supplement such registration statement or prospectus. Notwithstanding the provisions of this Section 2, Parent shall be entitled to postpone or suspend, for a reasonable period of time, the filing, effectiveness or use of, or trading under, any registration statement if Parent shall determine that any such filing or the sale of any securities pursuant to such registration statement would in the good faith judgment of the Board: (i) materially impede, delay or interfere with any Offering that is to material pending or proposed financing, acquisition, corporate reorganization or other similar transaction involving Parent for which the Board has authorized negotiations; (ii) materially and adversely impair the consummation of any pending or proposed material offering or sale of any class of securities by Parent; or (iii) require disclosure of material nonpublic information that, if disclosed at such time, would be underwritten, use its reasonable efforts to provide materially harmful to the underwriters for interests of Parent and its stockholders; provided, however, that during any such Offering a legal opinion period all executive officers and directors of Parent are also prohibited from selling securities of Parent (or any security of any of Parent’s outside counsel with respect subsidiaries or affiliates). In the event of the suspension of effectiveness of any registration statement pursuant to this Section 2.5, the applicable time period during which such registration statement is to remain effective shall be extended by that number of days equal to the registration statement, each amendment and supplement thereto, number of days the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions effectiveness of such natureregistration statement was suspended. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any registration the case of each offering of Registrable Securities made pursuant to Section 9 or 10 of this Article 1Agreement, Parent shall: agrees to (ai) Use its prepare and file with the Securities and Exchange Commission (the "SEC") on one or more registration statements in accordance with Section 9 or 10, as applicable with respect to the shares of Registrable Securities, and shall use commercially reasonable efforts to cause the Registration Statement such registration statement to be declared effective by the SEC at the Effective Time or become effective; (ii) except as soon as practicable thereafter and to remain provided herein, keep such registration statement effective until the earlier to occur of (x) the first anniversary sale of all of the shares of Registrable Securities so registered or 90 days after the effectiveness of the Registration Statement such registration statement; (subject to extension to reflect any Suspension Periodiii) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare promptly prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement registration statement in accordance with order to keep such registration statement effective until the terms of any Offering. A reasonable time prior to the filing earlier of the Registration Statement sale of all of the shares of Registrable Securities so registered or any prospectus or any amendment or supplement thereto, Parent will provide copies 90 days after the effectiveness of such documents registration statement; (iv) furnish to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders without charge such number of copies of such registration statement, each amendment and supplement thereto, and any Prospectus prospectus (including any preliminary Prospectus prospectus and any amended or supplemented Prospectus), prospectus) in conformity with the requirements of the Securities Act, and such other documents as the Holders may reasonably request in order to effect the offering and sale of the shares of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement registration statement to remain effective. current; (ev) Subject to the proviso to Section 1.2, use its commercially reasonable efforts to register or qualify the shares of the Registrable Securities covered by the Registration Statement such registration statement under the securities or “blue sky” sky laws of such states jurisdictions as the participating Holders shall reasonably request and maintain (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), keep such registration or qualification current until in effect for as long as such registration statement remains in effect, and do any and all other acts or things which may be necessary or advisable to enable the earlier Holders to occur consummate the public sale or other disposition of the time periods set forth Registrable Securities in Section 1.4(a). such jurisdictions; (fvi) Promptly notify each Holder at any time when a prospectus relating thereto is required cause all such Registrable Securities to be delivered under listed on each securities exchange on which similar securities issued by Parent are then listed, and enter into such customary agreements as may be required in furtherance thereof, including, without limitation, listing applications and indemnification agreements in customary form; (vii) notify the Securities Act within Holders upon the appropriate period referred to in Section 1.4(a)happening of any event as a result of which, of Parent’s becoming aware that or the discovery that, the prospectus included in the Registration Statementsuch registration statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing; (viii) so long as the registration statement remains effective, and at the request of any such Holder to promptly prepare prepare, file and furnish to such Holder the Holders a reasonable number of copies of a supplement to or an amendment or supplemental of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In ; (ix) notify the event Parent Holders, promptly after it shall give any such noticereceive notice thereof, each Holder shall immediately suspend use of the prospectus. date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (gx) Cause all notify the Holders promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; and (xi) advise the Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the registration statement or the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Securities to be listed on each under state securities exchange on which similar securities issued by Parent are then listed andor "blue sky" laws, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder initiation or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms threatening of any Offering. (j) Make reasonably available proceeding for inspection by any Holder of Registrable Securities, any underwriter participating in any Offeringthat purpose, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and promptly use its commercially reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to prevent the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing issuance of any underwritten Offering (except as part of stop order or other order or to obtain its withdrawal if such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms)stop order should be issued. (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any registration of Registrable Securities pursuant Subject to this Article 1Section 2(c) hereof, Parent shall: (a) Use its if the Registration Statement is not automatically effective upon filing, use commercially reasonable efforts to cause the such Registration Statement to be become effective; (b) notify each selling Holder, promptly after Parent receives notice thereof, of the time when such Registration Statement has been declared effective by the SEC at the Effective Time or as soon as practicable thereafter and a supplement to remain effective until the earlier to occur any prospectus forming a part of (x) the first anniversary of the effectiveness of the such Registration Statement has been filed; (subject to extension to reflect any Suspension Periodc) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared becomes effective) as in , notify each selling Holder of any request by the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any SEC that the Parent amend or supplement such Offering by an underwriter registration statement or dealer with respect to those Registrable Securities subject to such Offering.prospectus; (bd) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be reasonably necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of Registrable Stock covered by the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies for the period required to effect the distribution of such documents the Registrable Stock as set forth in Section 2 hereof; (e) furnish to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating selling Holders such number numbers of copies of any Prospectus (a prospectus, including any a preliminary Prospectus and any amended or supplemented Prospectus)prospectus, in conformity with the requirements of as required by the Securities Act, and such other documents as the selling Holders may reasonably request in order to effect the offering and sale facilitate their disposition of the shares of their Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective.Stock; (ef) Subject to the proviso to Section 1.2, use its commercially reasonable efforts to register or and qualify the Registrable Stock under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided, however, that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless Parent is already subject to service in such jurisdiction and except as may be required by the Securities Act; (g) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Parent are then listed; (h) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the effective date of the Registration Statement; (i) use its commercially reasonable efforts to furnish, on the date that shares of Registrable Securities covered Stock are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing Parent for the purposes of such registration, in form and substance as is customarily given to underwriters by Parent in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent public accountants of Parent, in form and substance as is customarily given by independent public accountants to underwriters in an underwritten public offering, addressed to the underwriters; (j) cooperate with the Holders and the managing underwriter (if any) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under the Registration Statement, and enable such securities to be in such denominations and registered in such names as such Holders or the managing underwriter (if any) may request and keep available and make available to Parent’s transfer agent prior to the effectiveness of such Registration Statement a supply of such certificates; (k) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in form and substance as is customarily given by Parent to underwriters in an underwritten public offering, with the underwriter(s) of such offering; (l) upon execution of confidentiality agreements in form and substance satisfactory to Parent, promptly make available for inspection by the selling Holders, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of Parent (collectively, “Records”), and cause Parent’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement under and to conduct appropriate due diligence in connection therewith; provided, Records that the securities or “blue sky” laws Parent determines, in good faith, to be confidential and that it notifies the selling Holders are confidential shall not be disclosed by the selling Holders unless (i) the disclosure of such states Records is necessary to avoid or correct a material misstatement or omission in such Registration Statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by Applicable Law. Each Holder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its affiliates as the participating Holders basis for any market transactions in Parent’s securities unless and until such information is made generally available to the public, and further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall reasonably request give notice to the Parent and maintain any such registration or qualification current until allow the earlier Parent to occur undertake appropriate action to prevent disclosure of the time periods set forth in Section 1.4(a).Records deemed confidential; (fm) Promptly in the event of the issuance of any stop order suspending the effectiveness of such Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts to obtain promptly the withdrawal of such order; (n) immediately notify each Holder the selling Holders at any time when a prospectus relating thereto is required to be delivered under the Securities Act within of the appropriate period referred to in Section 1.4(a), happening of Parent’s becoming aware that any event as a result of which the prospectus included in the Registration Statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existingunder which they were made, and at the request of any such Holder to promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus, or supplemental prospectus a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In under which they were made (following receipt of any supplement or amendment to any prospectus, the event Parent selling Holders shall give any deliver such noticeamended, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market supplemental or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In revised prospectus in connection with any Offering that is to be underwrittenoffers or sales of Registrable Stock, enter into such customary agreements and shall not deliver or use any prospectus not so supplemented, amended or revised); and (including underwriting agreements in customary form for similar offeringso) and take all such other actions as a Holder or the underwriters are reasonably request necessary in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any registration of Registrable Securities pursuant to this Article 1, Parent covenants that it shall: (a) Use its subject to the provisions of Section 2, prepare and file with the Commission the Parent Registration Statement and use commercially reasonable efforts to cause the Parent Registration Statement to become effective; (b) prepare and file with the Commission such amendments and supplements to the Parent Registration Statement and the Prospectus included therein as may be declared necessary or required to keep the Parent Registration Statement effective by for the SEC at period required hereby and comply with all applicable provisions of the Effective Time Securities Act; (c) use commercially reasonable efforts to prevent the issuance of any stop order or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of other order suspending the effectiveness of the Parent Registration Statement and, if such an order is issued, to obtain the withdrawal thereof at the earliest possible time and to promptly notify each Holder of Registrable Securities included in the Parent Registration Statement of such order; (d) furnish to each Holder of Registrable Securities included in the Parent Registration Statement such number of copies of the Prospectus included in the Parent Registration Statement (subject including each preliminary Prospectus) as such Persons reasonably may request in order to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance comply with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and Act; (e) notify the rules and regulations Holders of Registrable Securities included in the SEC promulgated thereunder and (ii) not to contain Parent Registration Statement upon the occurrence of any event as a result of which the Prospectus included in the Parent Registration Statement, as then in effect, contains an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and as promptly as practicable, prepare, file and furnish to such Holders a reasonable number of copies of a supplement or an amendment to such Prospectus as may be necessary so that such Prospectus does not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, not misleading in light of the circumstances under which they were madethen existing; provided, however, that Parent may delay preparing, filing and distributing any such supplement or amendment if Parent determines in good faith that such supplement or amendment might, in the reasonable judgment of Parent, (i) interfere with or affect the negotiation or completion of a transaction that is being contemplated by Parent (whether or not misleading. a final decision has been made to undertake such transaction) or (cii) Prepare involve initial or continuing disclosure obligations that are not in the best interests of Parent’s stockholders at such time; and file with the SEC such amendments and supplements to the Registration Statement and the prospectus provided, further, that (the x) Parent shall give notice (a “ProspectusStandstill Notice”) used in connection therewith as may be necessary of any such delay to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act each such Holder, (y) such delay shall not extend, with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior registration effected pursuant to the filing provisions of Section 2, for a period of more than ninety (90) days without the written consent of the Registration Statement or Seller and (z) Parent shall not exercise such right more than twice during any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon.twelve-month period; (df) Furnish to the participating Holders such number of copies of any Prospectus (including any preliminary Prospectus and any amended or supplemented Prospectus), in conformity with the requirements of the Securities Act, as the Holders may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective. (e) Subject to the proviso to Section 1.2if required, use its commercially reasonable efforts to register or qualify the shares of Registrable Securities covered by the Parent Registration Statement under the securities or “blue sky” laws of such states United States jurisdictions as the participating Holders sellers of Registrable Securities or, in the case of an Underwritten Offering, the managing underwriter or underwriters reasonably shall reasonably request and maintain request; provided, however, that Parent shall not for any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is purpose be required to be delivered under the Securities Act within the appropriate period referred qualify generally to transact business as a foreign corporation in Section 1.4(a), any jurisdiction where it is not so qualified or to consent to general service of Parent’s becoming aware that the prospectus included process in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus.jurisdiction; (g) Cause all such use commercially reasonable efforts to include the Registrable Securities to be listed covered by the Parent Registration Statement on each the NASDAQ Global Market or any other securities exchange on which similar securities issued by the Common Stock of Parent are is then listed listed; and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than in the effective date event of an Underwritten Offering of the Registration Statement. (i) In connection with any Offering that is to be underwrittenRegistrable Securities, enter into such customary agreements (including and perform its obligations under an underwriting agreements agreement, in usual and customary form for similar offerings) and take all such other actions as a Holder or reasonably acceptable to Parent, with the underwriters reasonably request in order to expedite or facilitate the disposition managing underwriter of such Registrable Securities in accordance with terms of any Offeringoffering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any Whenever required to effect the registration of any Registrable Securities pursuant to this Article 1Securities, Parent shall, as expeditiously as reasonably possible: (a) Use its 2.4.1 Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, and, upon the Registration Statement request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective ninety (90) days or, if earlier, until the earlier Holder or Holders have completed the distribution related thereto, PROVIDED, HOWEVER, that if such registration statement is filed pursuant to occur of (x) Section 2.2 hereof, the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) Company shall keep such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain registration statement effective for such longer the period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offeringset forth therein. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) 2.4.2 Prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus (the “Prospectus”) used in connection therewith with such registration statement as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in covered by such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereonregistration statement. (d) 2.4.3 Furnish to the participating Holders such number of copies of any Prospectus (a prospectus, including any a preliminary Prospectus and any amended or supplemented Prospectus)prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Holders they may reasonably request in order to effect facilitate the offering and sale of the shares disposition of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effectiveowned by them. (e) Subject to the proviso to Section 1.2, use its 2.4.4 Use all reasonable efforts to register or and qualify the shares securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. 2.4.5 In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. 2.4.6 Notify each Holder of Registrable Securities covered by the Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act within of the appropriate period referred to in Section 1.4(a), happening of Parent’s becoming aware that any event as a result of which the prospectus included in the Registration Statementsuch registration statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In . 2.4.7 Furnish, at the event Parent shall give any such notice, each Holder shall immediately suspend use request of a majority of the prospectus. (g) Cause all Holders participating in the registration, on the date that such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish delivered to the underwriters for sale, if such Offering a cold comfort letter from Parent’s accountant in customary form covering securities are being sold through underwriters, or, if such matters as securities are customarily covered by such letters). (k) In connection with any Offering not being sold through underwriters, on the date that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the registration statementcounsel representing Parent for the purposes of such registration, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is Holders requesting registration, addressed to be underwrittenthe underwriters, make reasonably available its employees if any, and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing Holders requesting registration of Registrable Securities pursuant and (ii) a letter dated as of such date, from the independent certified public accountants of Parent, in form and substance as is customarily given by independent certified public accountants to such underwriters in an underwritten Offering. (m) If requested public offering and reasonably satisfactory to a majority in writing by interest of the managing Holders requesting registration, addressed to the underwriters, with respect if any, and if permitted by applicable accounting standards, to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale requesting registration of Registrable Securities.

Obligations of Parent. In connection with any Whenever required under Section 1.6 to effect the registration of any Registrable Securities pursuant to this Article 1Securities, Parent shallshall as expeditiously as reasonably possible: (a) Use Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or until the distribution contemplated in the Registration Statement to has been completed; provided, however, that such 120 day period shall be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering extended for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following equal to the period the Holder refrains from selling any securities included in such notice, Parent will use its reasonable efforts to cause registration at the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion request of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter of Common Stock (or dealer with respect other securities) of Parent; and provided further that Parent reserves the right, in its discretion to those Registrable Securities subject to such Offeringterminate or delay the registration efforts described in Section 1.6 at any time. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus (the “Prospectus”) used in connection therewith with such registration statement as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in covered by such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereonregistration statement. (dc) Furnish to the participating Holders such number numbers of copies of any Prospectus (a prospectus, including any a preliminary Prospectus and any amended or supplemented Prospectus)prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Holders they may reasonably request in order to effect facilitate the offering and sale of the shares disposition of Registrable Securities owned by them. (d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be offered and sold, but only while reasonably requested by the Holders; provided that Parent shall not be required under in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless Parent is already subject to service in such jurisdiction and except as may be required by the provisions hereof to cause the Registration Statement to remain effectiveAct. (e) Subject to In the proviso to Section 1.2event of any underwritten public offering, use enter into and perform its reasonable efforts to register or qualify obligations under an underwriting agreement, in usual and customary form, with the shares managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (f) Notify each Holder of Registrable Securities covered by the Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act within 7 8 of the appropriate period referred to in Section 1.4(a), happening of Parent’s becoming aware that any event as a result of which the prospectus included in the Registration Statementsuch registration statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities Securities, in each case not later than the effective date of the Registration Statementsuch registration. (i) In connection with any Offering that is to be underwrittenFurnish, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or at the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the requesting registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to Section 1.6, on the date that such underwritten Offering. (m) If requested Registrable Securities are delivered to the underwriters for sale in writing by the managing connection with a registration pursuant, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to any Offering that is to be underwrittensuch securities becomes effective, (i) an opinion, dated such date, of the counsel representing Parent agrees not to effect any public sale or distribution for the purposes of its equity securities, or any securities convertible into or exchangeable or exercisable for such securitiesregistration, in each case for its own accountform and substance as is customarily given to underwriters in an underwritten public offering, during addressed to the time period reasonably requested by the managing underwriters, not if any, and to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of Parent, in form and substance as is customarily given by independent certified public accountants to facilitate underwriters in an underwritten public offering, addressed to the timely preparation underwriters, if any, and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale requesting registration of Registrable Securities.

Obligations of Parent. In connection with any Whenever required under Section 3 or Section 5 to use its reasonable best efforts to effect the registration of any Registrable Securities pursuant to this Article 1Stock, Parent shall, as expeditiously as possible: (a) Use prepare and file with the Commission a registration statement with respect to such Registrable Stock and use its reasonable best efforts to cause the Registration Statement such registration statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter become and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer the period (not to exceed five years after the Registration Statement is first declared effective) of distribution contemplated thereby, determined as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering.provided hereafter; (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare prepare and file with the SEC Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement such registration statement effective and to comply with the provisions of the Securities 1933 Act with respect to the sale or other disposition of all securities proposed to be registered in Registrable Stock covered by such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon.registration statement; (dc) Furnish to the participating Holders such number of copies of any Prospectus (including any preliminary Prospectus and any amended or supplemented Prospectus), in conformity with the requirements of the Securities Act, as the Holders may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective. (e) Subject to the proviso to Section 1.2, use its reasonable efforts to register or qualify the shares Registrable Stock covered by such registration statement under such other securities or blue sky laws of such jurisdiction within the United States and Puerto Rico as shall be reasonably appropriate for the distribution of the Registrable Securities Stock covered by the Registration Statement under registration statement, provided, however, that Parent shall not be required in connection therewith or as a condition thereto, to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this paragraph (c) be obligated to do so; and provided further that Parent shall not be required to qualify such Registrable Stock in any jurisdiction in which the securities regulatory authority requires that any Holder submit any shares of its Registrable Stock to the terms, provisions and restrictions of any escrow, lockup or “blue sky” laws of similar agreement(s) for consent to sell Registrable Stock in such states as jurisdiction unless such Holder agrees to do so; (d) use its reasonable best efforts to list the participating Holders shall reasonably request and maintain any Registrable Stock covered by such registration statement with any securities exchange on which the Parent Common Stock is then listed or qualification current until to authorize for quotation on the earlier to occur National Association of Securities Dealers — Automatic Quotation System such Registrable Stock; (e) furnish for delivery in connection with the closing of any offering of Registrable Stock unlegended certificates representing ownership of the time periods set forth Registrable Stock being sold in Section 1.4(a).such offering in denominations as shall be requested by Holder or the underwriters of the offering, if any; (f) Promptly furnish to the underwriter of the offering, if any, of such Registrable Stock an opinion of counsel for Parent and a “cold comfort” letter signed by Parent’s independent public accountants who have audited the financial statements of Parent included in the applicable registration statement, in each case covering substantially such matters with respect to such registration statement and the related offering as are customarily covered in such legal opinions and accountants’ letters and such other matters as the underwriters of the offering, if any, may request and as would be customary in such a transaction; (g) promptly notify in writing each Holder for whom such Registrable Stock is covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a)1933 Act, of Parent’s becoming aware that the happening of any event as a result of which the prospectus included in the Registration Statementsuch registration statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existingunder which they were made, and at the request of any such Holder to promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment or supplemental of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities to be listed on each securities exchange on under which similar securities issued by Parent are then listed they were made; and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause assist each Holder in the marketing of the Registrable Stock covered by such Registration Statement, including, to the extent reasonably consistent with work commitments of Parent’s officers, directors, employees using reasonable good faith efforts to have officers of Parent attend “road shows” and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant analyst or agent investor presentations scheduled in connection with such Offering registration (including, with respect provided that Parent will only be obligated to any Offering that is to be underwritten, using its reasonable efforts to furnish provide the assistance described in this clause (h) in one underwritten offering in which the reasonably anticipated aggregate offering price to the underwriters for public in such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such lettersoffering is at least $100,000,000). (k. For purposes of Sections 6(a) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto6(b), the prospectus included therein (including period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the preliminary prospectus) distribution of all securities purchased by it, and such the period of distribution of Registrable Stock in any other documents relating thereto in customary form and covering such matters registration shall be deemed to extend until the earlier of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of all Registrable SecuritiesStock covered thereby and six months after the effective date thereof.

Obligations of Parent. In connection with any registration of Registrable Securities pursuant to this Article 1Except as set forth in Sections 2 and 3, Parent shall: shall (ai) Use its use commercially reasonable efforts to cause the Registration Statement Form S-3 to be declared become effective by as provided in Section 2 and to prepare and file with the SEC at such amendments and supplements to the Effective Time or registration statement and the prospectus used in connection therewith as soon as practicable thereafter may be necessary to keep, and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will shall use its commercially reasonable efforts to cause keep, the Registration Statement to remain Form S-3 continuously effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects compliance with the applicable requirements provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder and applicable to it with respect to the disposition of Registerable Securities covered by the Form S-3 until the earlier to occur of (iiA) not to contain any untrue statement the sale of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light all of the circumstances under which they were madeRegistrable Securities so registered, (B) not misleading. (c) Prepare and file the date when all Registrable Securities can be sold within a given three-month period without compliance with the SEC such amendments and supplements to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions registration requirements of the Securities Act with respect pursuant to Rule 144 or other applicable exemption, and (C) the second anniversary of the Effective Time; (ii) furnish to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders Company Stockholders such number of copies of any Prospectus prospectus (including any preliminary Prospectus prospectus and any amended or supplemented Prospectusprospectus), in conformity with the requirements of the Securities Act, as the Holders Company Stockholders may reasonably request in order to effect the offering and sale of the shares of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement such Form S-3 to remain effective. current; (eiii) Subject to the proviso to Section 1.2, use its commercially reasonable efforts to register or qualify (and to keep each such registration and qualification effective, including through new filings, renewals or amendments during the period such registration statement is required to be kept effective) the shares of the Registrable Securities covered by the Registration Statement such Form S-3 under the securities or “blue sky” sky laws of such states jurisdictions as the participating Holders any Company Stockholder shall reasonably request and maintain (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such registration jurisdiction where it has not been qualified), and do any and all other acts or qualification current until things which may be reasonably necessary or advisable to enable the earlier Company Stockholders to occur consummate the public sale or other disposition of the time periods set forth Registrable Securities in Section 1.4(a). such jurisdictions; (fiv) Promptly notify each Holder at any time when a prospectus relating thereto is required cause all such Registrable Securities to be delivered under listed on the Securities Act within Nasdaq Stock Market or such other securities exchange on which similar securities issued by Parent are then listed; (v) notify the appropriate period referred to in Section 1.4(a), Company Stockholders upon the happening of Parent’s becoming aware that any event as a result of which the prospectus included in the Registration Statementsuch Form S-3, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing; (vi) so long as the Form S-3 remains effective, and at subject to Section 3 above, promptly prepare, file with the request of any such Holder to promptly prepare SEC and furnish to such Holder the Company Stockholders a reasonable number of copies of a supplement to or an amendment of the Form S-3 or supplemental such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such the Registrable Securities, the Form S-3 or such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In ; (vii) notify the event Parent Company Stockholders in writing within 2 days after it shall give any such noticereceive notice thereof, each Holder shall immediately suspend use of the prospectus. date and time any Form S-3 and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such Form S-3 has been filed; (gviii) Cause all notify the Company Stockholders in writing promptly of any request by the SEC for the amending or supplementing of such Registrable Securities to be listed on each securities exchange on which similar securities issued Form S-3 or prospectus or for additional information; (ix) notify the Company Stockholders in writing promptly after it shall receive notice or obtain knowledge thereof, of the issuance, threat or contemplation of any stop order by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market SEC preventing or suspending the effectiveness of any Form S-3 or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder initiation or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms threatening of any Offering. (j) Make reasonably available proceeding for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, that purpose and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and promptly use its commercially reasonable efforts to cause Parent’s officersprevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (x) at least 3 days before the filing of the Form S-3 or prospectus or amendments or supplements thereto, directors, employees and independent accountants furnish to supply counsel for the Company Stockholders copies of all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is documents proposed to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). filed; (kxi) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities Company Stockholders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and sold, which certificates shall not bearing bear any restrictive legends legends; and enable such Registrable Securities to be in such denominations and registered in such names as the Holders Company Stockholders may reasonably request at least one business day prior request; and (xii) upon execution and delivery of such confidentiality agreements as Parent shall reasonably request, make available for inspection by any Company Stockholder and by any attorney, accountant or other agent retained by any Company Stockholder pertinent financial and other records, pertinent corporate documents and properties of Parent and cause the Parent's officers, directors and employees to supply all information reasonably requested by any such Company Stockholder, underwriter, attorney, accountant or agent in connection with such Form S-3, all as necessary to conduct a reasonable investigation within the closing meaning of any sale Section 11 of Registrable Securitiesthe Securities Act.

Obligations of Parent. In connection with any Whenever required to effect the registration of any Registrable Securities pursuant to this Article 1Securities, Parent shallwill, as soon as practicable: (a) Use Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective and keep such registration statement effective for at least 180 days or, if earlier, until (i) the Registration Statement participating Holder or Holders have completed the distribution related thereto or (ii) the Registrable Securities are no longer required to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offeringregistered. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus (the “Prospectus”) used in connection therewith with such registration statement as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered covered by such registration statement. (c) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in such Registration Statement in accordance usual and customary form, with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement managing underwriter or any prospectus or any amendment or supplement thereto, Parent will provide copies underwriters of such documents to the Holders offering. Each Holder participating in such Offering underwriting will also enter into and provide perform its obligations under such Holders and their counsel with an adequate opportunity to review and comment thereonagreement. (d) Furnish to the participating Holders such number of copies of any Prospectus (including any preliminary Prospectus and any amended or supplemented Prospectus), in conformity with the requirements of the Securities Act, as the Holders may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective. (e) Subject to the proviso to Section 1.2, use its reasonable efforts to register or qualify the shares Promptly notify each Holder of Registrable Securities covered by the Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act within upon learning of the appropriate period referred to in Section 1.4(a), happening of Parent’s becoming aware that any event as a result of which the prospectus included in the Registration Statementsuch registration statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existingand, and at the request of any such Holder to promptly the Holders, Parent shall prepare and furnish a supplement or amendment to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include contain an untrue statement of a material fact or omit to state a material any fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, ; (e) Advise each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued covered by Parent are then listed such registration statement and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent confirm such advice in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters).writing: (ki) In connection when such registration statement, and any amendment thereto, has been filed with the SEC and when the registration statement or any Offering post-effective amendment thereto has become effective; (ii) of any request by the SEC for amendments or supplements to such registration statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending effectiveness of the registration statement or the initiation of any proceedings for that is to be underwritten, use its reasonable efforts to provide to purpose; and (iv) of the underwriters for such Offering a legal opinion receipt by Parent of Parent’s outside counsel any notification with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters suspension of the type customarily covered by legal opinions qualification of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters the securities included in the marketing registration statement for sale in any jurisdiction or the initiation of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable proceeding for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms)purpose. (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any Parent shall use its reasonable best efforts to effect a registration or offering to permit the sale of Registrable Securities pursuant to this Article 1, Parent shalland shall comply with the following: (ai) Use its reasonable efforts Not less than five Business Days prior to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness filing of the Registration Statement (subject to extension to reflect or any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter related Prospectus or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, Parent shall (A) furnish to the Holders copies of all such documents proposed to be filed, which documents will be subject to the review of such Holders, and (B) cause its officers and directors, counsel and independent registered public accounting firm to respond to such inquiries as shall be necessary to conduct a reasonable review of such documents. Parent shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the effective date thereof (i) to comply Registrable Securities shall reasonably object in all material respects with the applicable requirements writing within three Business Days of the Securities Act and the rules and regulations of the SEC promulgated thereunder and their receipt thereof; (ii) The Registration Statement (including any amendments or supplements thereto and Prospectuses contained therein) shall not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein (as applicabletherein, in light of the circumstances under in which they were made) , not misleading.; (ciii) Prepare Parent shall promptly prepare and file with the SEC such amendments and supplements to the such Registration Statement and the prospectus (the “Prospectus”) Prospectus used in connection therewith with such Registration Statement as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in covered by such Registration Statement in accordance with during the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Effectiveness Period; (iv) Parent will provide copies of such documents shall promptly furnish to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders such reasonable number of copies of any a Prospectus (including any preliminary Prospectus and any amended or supplemented Prospectus), in conformity with the requirements of the Securities Act, and such other documents as the Holders may reasonably request requested in order to effect facilitate the offering and sale disposition of the shares of Registrable Securities to be offered and sold, but only while owned by it that are included in such registration; (v) Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective. (e) Subject to the proviso to Section 1.2, promptly use its commercially reasonable efforts to register or and qualify the shares of Registrable Securities securities covered by such Registration Statement under such other securities or blue sky Laws of such jurisdictions within the United States as shall be reasonably requested by the Holders, provided that Parent shall not be required in connection therewith to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; (vi) Parent shall promptly notify the Holders (A) of any request by the SEC or any other Governmental Authority during the Effectiveness Period for amendments or supplements to such Registration Statement or related Prospectus or for additional information, (B) of the issuance by the SEC or any other Governmental Authority of any stop order suspending the effectiveness of the Registration Statement under or the securities or “blue sky” laws initiation of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur proceedings for that purpose, (C) of the time periods set forth receipt by Parent of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in Section 1.4(a). any jurisdiction or the initiation or threatening in writing of any proceeding for such purpose, (fD) Promptly notify each Holder at of the happening of any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus included event which makes any statement made in the Registration Statement, Statement or as such prospectus may Prospectus or any document incorporated or deemed to be amended incorporated therein by reference untrue in any material respect or supplemented, includes an which requires the making of any changes in the Registration Statement or Prospectus so that it will not contain any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading in misleading, and (E) of Parent’s determination that a post-effective amendment to the light Registration Statement would be appropriate; (vii) Parent shall make generally available to the Holders all documents filed or required to be filed with the SEC, including, but not limited, to, earning statements satisfying the provisions of Section 11(a) of the circumstances then existing. Securities Act and Rule 158 under the Securities Act not later than 90 days after the end of any 12-month period if such period is a fiscal year commencing on the first day of the first fiscal quarter of Parent after the effective date of the Registration Statement, which statement shall conform to the requirements of Rule 158 under the Securities Act; (viii) In the event case of a Holder Underwritten Offering, Parent shall give any enter into an underwriting agreement in customary form and reasonably satisfactory to Parent and perform its obligations thereunder and take such noticeother commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such Holder Underwritten Offering (including causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters), each Holder shall immediately suspend use of the prospectus.and causing counsel to Parent to deliver customary legal opinions, and Parent’s independent public accountants who have examined and reported on Parent’s financial statements to deliver “comfort” letters; (gix) Cause Parent shall cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, registered pursuant hereunder to be listed on the Nasdaq National Market or the New York Stock Exchange.Trading Market; (hx) Provide Parent shall provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities Securities, in each case not later than the effective date of the Registration Statement.such registration; (ixi) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and Parent shall use its reasonable best efforts to cause Parent’s officersprevent, directorsor obtain the withdrawal of, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant stop order or agent in connection with such Offering other order suspending the use of any preliminary or final Prospectus or any issuer free writing prospectus; (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish xii) Solely to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to extent the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to may be underwrittencertificated under applicable law, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably shall cooperate with the Holders of Registrable Securities and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred sold and not bearing any restrictive legends legends, and enable such Registrable Securities to be in such denominations and registered in such names as the Holders managing underwriters may reasonably request at least one business day two (2) Business Days prior to the closing of any sale of Registrable SecuritiesSecurities to the underwriters; (xiii) Parent shall cooperate with each Holder and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA; and (xiv) Parent make available upon reasonable notice at reasonable times and for reasonable periods for inspection by any Holder, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by such Holder(s) or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of Parent, and cause all of Parent’s officers, directors and employees, and use reasonable best efforts to cause the independent public accountants who have certified its financial statements, to make themselves available to discuss the business of Parent and to supply all information reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility; provided that any such Person gaining access to information regarding Parent pursuant to this Section 2.2(a)(xiv) shall agree to hold in strict confidence and shall not make any disclosure of or use any information regarding Parent that Parent determines in good faith to be confidential, and of which determination such Person is notified, unless (w) such Person is required, as advised by such Person’s outside legal counsel, to disclose such information by Law or by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process (provided, that such Person shall first promptly notify Parent in writing of the existence, terms and circumstances surrounding such request, shall (at Parent’s expense) cooperate with Parent in connection with Parent seeking any protective order or other appropriate remedy, and, if and to the extent, in the absence of a protective order or the receipt of a waiver by Parent of this provision, such Person is legally required, as advised by its outside legal counsel, to disclose any such information or else suffer exposure to censure or civil or criminal fine or penalty, shall disclose only that portion of such information that such counsel advises is legally required to be disclosed and shall use reasonable efforts (at Parent’s expense) to obtain reliable assurances that confidential treatment will be accorded to any such information so required to be disclosed), (x) such information is or becomes publicly known other than through a breach of this or any other agreement of which such Person has actual knowledge after reasonable inquiry, (y) such information is or becomes available to such Person on a non-confidential basis from a source other than Parent or its Affiliates or Representatives where, to the actual knowledge of such Person after reasonable inquiry, such source was not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Parent or (z) such information is independently developed by such Person.

Obligations of Parent. In connection with any Subject to Sections 11.2, 11.3 and 11.4 above, when required to effect the registration of any Registrable Securities pursuant to under the terms of this Article 1Agreement, Parent shallwill, as expeditiously as reasonably possible: (a) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements furnish to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders such number of copies of any Prospectus (including any preliminary Prospectus the prospectus included in registration statement and any amended amendments or supplemented Prospectus)supplements thereto, in conformity with the requirements of the Securities Act, and such other documents as the Holders they may reasonably request in order to effect facilitate the offering and sale disposition of the shares Registrable Securities owned by them; (b) notify each Holder of Registrable Securities promptly and, if requested by such Holder, confirm such notification in writing promptly (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for post-effective amendments and supplements to a registration statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by Parent of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of any determination by Parent that a post-effective amendment to a registration statement would be appropriate; (c) use all reasonable efforts to (i) register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as will be reasonably requested by the Holders; and (ii) cause such Registrable Securities to be offered registered with or approved by such other governmental agencies or authorities, including the National Association of Securities Dealers as may be necessary by virtue of the business and soldoperations of Parent; provided, but only while however, that Parent shall will not be required under to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), or (B) consent to general service of process in any such jurisdiction except as may be required by the provisions hereof to cause the Registration Statement to remain effective.Securities Act; and (ed) Subject to the proviso to Section 1.2, use its reasonable efforts to register or qualify the shares promptly notify each Holder of Registrable Securities covered by the Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time statement, when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a)Act, of Parent’s becoming aware that the happening of any event as a result of which the prospectus included in the Registration Statementsuch registration statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed existing and, if not so listedsubject to the provisions of this Agreement, to be listed on at the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder, prepare and furnish to each Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant Securities then outstanding a reasonable number of copies of a supplement to or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties an amendment of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including as may be necessary to correct the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such natureuntrue statement or omission. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any registration 5.1 Subject to the limitations of Registrable Securities pursuant to this Article 1Sections 2, 3 and 4 above, Parent shall: shall (ai) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter prepare and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance file with the intended methods of disposition thereof by Commission the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice Form S-3 registration statement in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer 4.2 hereof with respect to those the shares of Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and Securities; (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare prepare and file with the SEC Commission such amendments and supplements to the Registration Statement such registration statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective necessary, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in each such Registration Statement in accordance with registration statement as promptly as practicable following the terms of any Offering. A reasonable time prior to Closing Date until the filing second anniversary of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents Closing Date; (iii) furnish to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders each Shareholder such number of copies of any Prospectus prospectus (including any preliminary Prospectus prospectus and any amended or supplemented Prospectus), prospectus) in conformity with the requirements of the Securities Act, and such other documents as the Holders Shareholder may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement registration statement to remain effective. current; and (eiv) Subject to the proviso to Section 1.2, use its commercially reasonable efforts to register or qualify the shares of the Registrable Securities covered by the Registration Statement such registration statement under the securities or “blue sky” sky laws of such states jurisdictions as the participating Holders a Shareholder shall reasonably request and maintain (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(ajurisdiction where it has not been qualified). (f) Promptly 5.2 Parent shall notify each Holder at any time Shareholder, (A) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (B) of any request by the Commission or any other federal or state governmental authority during the period of effectiveness of the registration statement for amendments or supplements to the registration statement or related prospectus or for additional information relating thereto is required to the registration statement, (C) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose, (D) of the receipt by Parent of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (E) of the happening of any event which makes any statement made in the registration statement or related prospectus or any document incorporated or deemed to be delivered under incorporated therein by reference untrue in any material respect or which requires the Securities Act within the appropriate period referred to in Section 1.4(a), making of Parent’s becoming aware that the prospectus included any changes in the Registration Statementregistration statement or prospectus so that, or as such prospectus may be amended or supplementedin the case of the registration statement, includes an it will not contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances then existingunder which they were made, and not misleading. Parent may, upon the happening of any event (i) of the kind described in clauses B, C, D, or E hereof, or (ii) that, in the good faith judgment of Parent's Board of Directors, renders it advisable to suspend use of the prospectus for no more than forty-five (45) days due to pending corporate developments, public filings with the Commission or similar events, suspend use of the prospectus on written notice to each Shareholder, in which case each Shareholder shall discontinue disposition of Registrable Securities covered by the registration statement or prospectus until copies of a supplemented or amended prospectus are distributed to Shareholder or until the Shareholder is advised in writing by Parent that the use of the applicable prospectus may be resumed. Parent shall use its reasonable efforts to ensure that the use of the prospectus may be resumed as soon as practicable. Parent shall use every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the securities for sale in any jurisdiction, at the request earliest practicable time. Parent shall, upon the occurrence of any such Holder event contemplated by clause E above, prepare a supplement or post-effective amendment to promptly prepare and furnish the registration statement or a supplement to such Holder a number of copies of an amendment the related prospectus or supplemental prospectus as may be necessary any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of such the Registrable SecuritiesSecurities being sold thereunder, such prospectus shall will not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in the light of the circumstances then existing. under which they were made, not misleading. 5.3 In the event connection with any offering of shares of Registrable Securities registered on Form S-3 pursuant to this Agreement, Parent shall give any such notice, each Holder shall immediately suspend use instruct the transfer agent and registrar of the prospectusParent Shares to remove the restrictive legend and release any stop transfer orders with respect to the shares of Registrable Securities being sold. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by 5.4 Parent are then listed and, if not so listed, to be listed shall apply for listing on the Nasdaq National Market (or on such market as Parent Shares are currently trading) the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing shares of Registrable Securities registered on Form S-3 pursuant to such underwritten Offeringthis Agreement. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any registration of Registrable Securities pursuant to this Article 1, Parent covenants that it shall: (a) Use its subject to the provisions of Section 2, prepare and file with the Commission the Parent Registration Statement and use commercially reasonable efforts to cause the Parent Registration Statement to become effective; (b) prepare and file with the Commission such amendments and supplements to the Parent Registration Statement and the Prospectus included therein as may be declared necessary or required to keep the Parent Registration Statement effective by for the SEC at period required hereby and comply with all applicable provisions of the Effective Time Securities Act; (c) use commercially reasonable efforts to prevent the issuance of any stop order or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of other order suspending the effectiveness of the Parent Registration Statement and, if such an order is issued, to obtain the withdrawal thereof at the earliest possible time and to promptly notify each Holder of Registrable Securities included in the Parent Registration Statement of such order; (d) furnish to each Holder of Registrable Securities included in the Parent Registration Statement such number of copies of the Prospectus included in the Parent Registration Statement (subject including each preliminary Prospectus) as such Persons reasonably may request in order to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance comply with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and Act; (e) notify the rules and regulations Holders of Registrable Securities included in the SEC promulgated thereunder and (ii) not to contain Parent Registration Statement upon the occurrence of any event as a result of which the Prospectus included in the Parent Registration Statement, as then in effect, contains an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and as promptly as practicable, prepare, file and furnish to such Holders a reasonable number of copies of a supplement or an amendment to such Prospectus as may be necessary so that such Prospectus does not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, not misleading in light of the circumstances under which they were madethen existing; provided, however, that Parent may delay preparing, filing and distributing any such supplement or amendment if Parent determines in good faith that such supplement or amendment might, in the reasonable judgment of Parent, (i) interfere with or affect the negotiation or completion of a transaction that is being contemplated by Parent (whether or not misleading. a final decision has been made to undertake such transaction) or (cii) Prepare involve initial or continuing disclosure obligations that are not in the best interests of Parent’s stockholders at such time; and file with the SEC such amendments and supplements to the Registration Statement and the prospectus provided, further, that (the x) Parent shall give notice (a “ProspectusStandstill Notice”) used in connection therewith as may be necessary of any such delay to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act each such Holder, (y) such delay shall not extend, with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior registration effected pursuant to the filing provisions of Section 2, for a period of more than sixty (60) days without the written consent of the Registration Statement or Representative and (z) Parent shall not exercise such right more than twice during any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon.twelve-month period; (df) Furnish to the participating Holders such number of copies of any Prospectus (including any preliminary Prospectus and any amended or supplemented Prospectus), in conformity with the requirements of the Securities Act, as the Holders may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective. (e) Subject to the proviso to Section 1.2if required, use its commercially reasonable efforts to register or qualify the shares of Registrable Securities covered by the Parent Registration Statement under the securities or “blue sky” laws of such states United States jurisdictions as the participating Holders sellers of Registrable Securities or, in the case of an Underwritten Offering, the managing underwriter or underwriters reasonably shall reasonably request and maintain request; provided, however, that Parent shall not for any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is purpose be required to be delivered under the Securities Act within the appropriate period referred qualify generally to transact business as a foreign corporation in Section 1.4(a), any jurisdiction where it is not so qualified or to consent to general service of Parent’s becoming aware that the prospectus included process in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus.jurisdiction; (g) Cause all such use commercially reasonable efforts to include the Registrable Securities to be listed covered by the Parent Registration Statement on each the NASDAQ National Market System or any other securities exchange on which similar securities issued by the Common Stock of Parent are is then listed listed; and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than in the effective date event of an Underwritten Offering of the Registration Statement. (i) In connection with any Offering that is to be underwrittenRegistrable Securities, enter into such customary agreements (including and perform its obligations under an underwriting agreements agreement, in usual and customary form for similar offerings) and take all such other actions as a Holder or reasonably acceptable to Parent, with the underwriters reasonably request in order to expedite or facilitate the disposition managing underwriter of such Registrable Securities in accordance with terms of any Offeringoffering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any the registration of the Registrable Securities, the Company shall have the following obligations: a. The Company shall prepare and file with the SEC a Registration Statement with respect to the Registrable Securities pursuant to this Article 1as provided in Section 2(a), Parent shall: (a) Use and thereafter use its reasonable commercial efforts to cause such Registration Statement relating to Registrable Securities to become effective. b. The Company shall furnish to IMS (i) promptly after the Registration Statement to be declared effective is prepared and publicly distributed, filed with the SEC, or received by the SEC at Company, one copy of the Effective Time Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as soon as practicable thereafter and IMS may reasonably request in order to remain effective until facilitate the earlier to occur disposition of (x) the first anniversary Registrable Securities owned by IMS. The Company will promptly notify IMS by facsimile of the effectiveness of the Registration Statement or any post-effective amendment. c. The Company shall use reasonable efforts to (subject to extension to reflect any Suspension Periodi) register and (y) such period as will terminate when all of qualify the securities Registrable Securities covered by the Registration Statement have been disposed under such other securities or "blue sky" laws of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as jurisdictions in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause United States as the Registration Statement and the related prospectus and any amendment or supplement theretoShareholders reasonably requests, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; PROVIDED, HOWEVER, that the Company shall not be required in connection therewith or as a condition thereto to contain (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(c),(ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause the Company undue expense or burden, or (v) make any change in its charter or bylaws. d. The Company shall notify IMS as promptly as practicable of (i) the issuance by the SEC of a stop order suspending the effectiveness of the Registration Statement, and (ii) the happening of any event, of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omit omission to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. . In the case of an event in clause (cii) Prepare and file with above, the SEC such amendments and supplements Company will use its reasonable efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders deliver such number of copies of any Prospectus (including any preliminary Prospectus and any amended such supplement or supplemented Prospectus), in conformity with the requirements of the Securities Actamendment to IMS, as the Holders IMS may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effectiverequest. (e) Subject to the proviso to Section 1.2, e. The Company shall use its reasonable efforts to register prevent the issuance of any stop order or qualify other suspension of effectiveness of a Registration Statement, and, if such an order is issued, to obtain the shares withdrawal of such order at the earliest possible moment and to notify IMS of the issuance of such order and the resolution thereof. f. The sections of the Registration Statement covering information with respect to IMS, IMS's beneficial ownership of securities of the Company or IMS's intended method of disposition of Registrable Securities shall conform to the information provided to the Company by IMS. g. The Company shall (i) cause all the Registrable Securities covered by the Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus included in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities to be listed on each national securities exchange on which similar securities of the same class or series issued by Parent the Company are then listed andlisted, if not so listedany, to be listed if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) secure the designation and quotation, of all the Registrable Securities covered by the Registration Statement on the Nasdaq National Market or or, if not eligible for the New York Stock ExchangeNasdaq National Market on the Nasdaq SmallCap. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection Subject to the limitations of Sections 3, 5 and 11, Parent shall (i) keep the registration statement filed by Parent in accordance with any registration Section 2 hereof effective until the earlier of (A) such time as each Holder may sell all of their Registrable Securities pursuant to this Article 1, Parent shall: (a) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of Rule 144 under the Securities Act and the rules and regulations of the SEC promulgated thereunder and in a single 3 month period or (B) such time as all Registrable Securities have been sold hereunder; (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the related prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Registrable Securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior registration statement; (iii) furnish to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders each Holder such number of copies of any Prospectus prospectus (including any preliminary Prospectus prospectus and any amended or supplemented Prospectus), prospectus) in conformity with the requirements of the Securities Act, and such other documents, as the Holders each Holder may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement registration statement to remain effective. current; and (eiv) Subject to the proviso to Section 1.2, use its commercially reasonable efforts to register or qualify the shares of Registrable Securities covered by the Registration Statement such registration statement under the securities or “blue sky” sky laws of such states jurisdictions as the participating Holders each Holder shall reasonably request and maintain (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(ajurisdiction where it has not been so qualified). (f) Promptly notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus included in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any registration the case of each offering of Registrable Securities made pursuant to Section 4 or 5 of this Article 1Agreement, Parent shall: agrees to (ai) Use its prepare and file with the Securities and Exchange Commission (the "SEC") on one or more registration statements in accordance with Section 4 or 5, as applicable with respect to the shares of Registrable Securities, and shall use commercially reasonable efforts to cause the Registration Statement such registration statement to be declared effective by the SEC at the Effective Time or become effective; (ii) except as soon as practicable thereafter and to remain provided herein, keep such registration statement effective until the earlier to occur of (x) the first anniversary sale of all of the shares of Registrable Securities so registered or 90 days after the effectiveness of the Registration Statement such registration statement; (subject to extension to reflect any Suspension Periodiii) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare promptly prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement registration statement in accordance with order to keep such registration statement effective until the terms of any Offering. A reasonable time prior to the filing earlier of the Registration Statement sale of all of the shares of Registrable Securities so registered or any prospectus or any amendment or supplement thereto, Parent will provide copies 90 days after the effectiveness of such documents registration statement; (iv) furnish to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders without charge such number of copies of such registration statement, each amendment and supplement thereto, and any Prospectus prospectus (including any preliminary Prospectus prospectus and any amended or supplemented Prospectus), prospectus) in conformity with the requirements of the Securities Act, and such other documents as the Holders may reasonably request in order to effect the offering and sale of the shares of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement registration statement to remain effective. current; (ev) Subject to the proviso to Section 1.2, use its commercially reasonable efforts to register or qualify the shares of the Registrable Securities covered by the Registration Statement such registration statement under the securities or “blue sky” sky laws of such states jurisdictions as the participating Holders shall reasonably request and maintain (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified), keep such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus included in the Registration Statement, or effect for as long as such prospectus may be amended or supplemented, includes an untrue registration statement of a material fact or omits to state a material fact required to be stated therein or necessary remains in order to make the statements therein not misleading in light of the circumstances then existingeffect, and at the request of do any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment all other acts or supplemental prospectus as things which may be necessary so that, as thereafter delivered or advisable to enable the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact Holders to consummate the public sale or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light other disposition of the circumstances then existing. In the event Parent shall give any Registrable Securities in such notice, each Holder shall immediately suspend use of the prospectus. jurisdictions; (gvi) Cause cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting as may be required in furtherance thereof, including, without limitation, listing applications and indemnification agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.customary

Obligations of Parent. In connection Parent shall comply with any registration of Registrable Securities pursuant to this Article 1, Parent shallthe following: (a) Use its reasonable efforts Not less than three (3) business days prior to cause the filing of a Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter related Prospectus or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof Parent shall (i) furnish to comply in the Holders copies of all material respects with such documents proposed to be filed, which documents will be subject to the applicable requirements review of the Securities Act and the rules and regulations of the SEC promulgated thereunder such Holders, and (ii) cause its officers and directors, counsel and independent registered public accounting firm to respond to such inquiries as shall be necessary to conduct a reasonable review of such documents. Parent shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in writing within three (3) business days of their receipt thereof. (b) Within five (5) business days after the Closing, Parent shall file with the SEC the Registration Statement(s) as provided in Section 1.2(a), which Registration Statement(s) (including any amendments or supplements thereto and Prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements therein (as applicabletherein, in light of the circumstances under in which they were made) , not misleading.misleading and cause such Registration Statement to become effective as soon as practicable thereafter; (c) Prepare Parent shall promptly prepare and file with the SEC such amendments and supplements to the such Registration Statement Statement(s) and the prospectus (the “Prospectus”) Prospectus used in connection therewith with such Registration Statement as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities 1933 Act with respect to the sale or other disposition of all securities proposed to be registered in covered by such Registration Statement in accordance with during the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon.Effective Period; (d) Furnish Parent shall promptly furnish to the participating Holders such reasonable number of copies of any a Prospectus (including any preliminary Prospectus and any amended or supplemented Prospectus), in conformity with the requirements of the Securities 1933 Act, and such other documents as the Holders may reasonably request requested in order to effect facilitate the offering and sale disposition of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective.owned by it that are included in such registration; (e) Subject to the proviso to Section 1.2, Parent shall promptly use its all commercially reasonable efforts to register or and qualify the shares of Registrable Securities securities covered by the such Registration Statement Statement(s) under the such other securities or “blue sky” sky laws of such states jurisdictions within the United States as the participating Holders shall be reasonably request and maintain requested by Holders, provided that Parent shall not be required in connection therewith to qualify to do business or to file a general consent to service of process in any such registration states or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a).jurisdictions; (f) Promptly Parent shall promptly notify each Holder at Holders (i) of any time when a request by the SEC or any other governmental authority during the period of effectiveness of any Registration Statement for amendments or supplements to such Registration Statement or related prospectus relating thereto is required or for additional information, (ii) of the issuance by the SEC or any other governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose, (iii) of the receipt by Parent of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening in writing of any proceeding for such purpose, (iv) of the happening of any event which makes any statement made in any Registration Statement or Prospectus or any document incorporated or deemed to be delivered under incorporated therein by reference untrue in any material respect or which requires the Securities Act within the appropriate period referred to making of any changes in Section 1.4(a), of Parent’s becoming aware any Registration Statement or Prospectus so that the prospectus included in the Registration Statement, or as such prospectus may be amended or supplemented, includes an it will not contain any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light misleading, and (v) of the circumstances then existing. In the event Parent shall give Parent's determination that a post-effective amendment to any such notice, each Holder shall immediately suspend use of the prospectusRegistration Statement would be appropriate. (g) Cause Parent shall make generally available to its security holders all such Registrable Securities documents filed or required to be listed on each securities exchange on which similar securities issued by Parent are then listed andfiled with the SEC, if including, but not so listedlimited, to be listed on to, earning statements satisfying the Nasdaq National Market or provisions of Section 11(a) of the New York Stock Exchange. (h) Provide a transfer agent 1933 Act and registrar for all such Registrable Securities Rule 158 not later than 90 days after the effective date end of any 12-month period if such period is a fiscal year commencing on the first day of the first fiscal quarter of Parent after the Effective Date of the applicable Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish which statement shall conform to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters)requirements of Rule 158. (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any Whenever required to effect the registration of Registrable Securities the Registerable Shares pursuant to this Article 1Section 2.1, Parent shall, as expeditiously as reasonably possible: (a) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements to the Registration Statement such registration statement and the prospectus (the “Prospectus”) used in connection therewith with such registration statement as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in covered by such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of registration statement for the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereonEffective Period. (db) Furnish to the participating Holders Stockholders such number of copies of any Prospectus (a prospectus, including any a preliminary Prospectus and any amended or supplemented Prospectus)prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Holders they may reasonably request in order to effect facilitate the offering and sale disposition of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effectiveRegisterable Shares owned by them. (ec) Subject to the proviso to Section 1.2, use its Use all reasonable efforts to register or and qualify the shares of Registrable Securities securities covered by the Registration Statement such registration statement under the such other securities or “blue sky” Blue Sky laws of such states jurisdictions as shall be reasonably requested by the participating Holders Stockholders; PROVIDED that Parent shall reasonably request and maintain not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such registration states or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a)jurisdictions. (fd) Promptly notify Notify each Holder Stockholder covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act within of the appropriate period referred to in Section 1.4(a), happening of Parent’s becoming aware that any event as a result of which the prospectus included in the Registration Statementsuch registration statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. Thereafter, Parent shall use commercially reasonable efforts to prepare and at file with the request of any such Holder to promptly prepare SEC and furnish to such Holder each Stockholder as promptly as practicable a reasonable number of copies of a supplement to or an amendment or supplemental of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesRegisterable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (ge) Cause all such Registrable Securities Use its best efforts to be listed on each securities exchange on which similar securities issued by Parent are then listed andfurnish, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all date that such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish Registerable Shares are delivered to the underwriters for sale, if such Offering a cold comfort letter from Parent’s accountant securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing Parent for the purposes of such registration, in customary form covering such matters and substance as are is customarily covered by such letters). (k) In connection with any Offering that is given to be underwrittenunderwriters in an underwritten public offering, use its reasonable efforts to provide addressed to the underwriters for underwriters, if any, and (ii) a letter dated as of such Offering a legal opinion date, from the independent certified public accountants of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.substance as

Obligations of Parent. In connection with any registration of Registrable Securities pursuant to this Article 1, Parent shall, so long as any Registrable Stock is outstanding: (a) Use its subject to Section 3(k), if the Registration Statement is not automatically effective upon filing, use all commercially reasonable efforts to cause the such Registration Statement to be become effective; (b) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective by the SEC at the Effective Time or as soon as practicable thereafter and a supplement to remain effective until the earlier to occur any prospectus forming a part of (x) the first anniversary of the effectiveness of the such Registration Statement has been filed; (subject to extension to reflect any Suspension Periodc) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared becomes effective, notify each Holder of any request by the SEC that the Parent amend or supplement the Registration Statement; (d) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement theretoSection 3(k), as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of Registrable Stock covered by the Registration Statement or any prospectus or any amendment or supplement theretofor the period required to effect the distribution of the Registrable Stock as set forth in Section 2 hereof; (e) subject to Section 3(k), Parent will provide copies of such documents furnish to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders such number numbers of copies of any Prospectus (a prospectus, including any a preliminary Prospectus and any amended or supplemented Prospectus)prospectus, in conformity with the requirements of as required by the Securities Act, and such other documents as the Holders may reasonably request in order to effect facilitate their disposition of their Registrable Stock in accordance with the offering terms of this Agreement; (f) use its commercially reasonable efforts to register and sale qualify the Registrable Stock under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the shares Holders; provided, however, that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction, unless Parent is already subject to service in such jurisdiction and except as may be required by the Securities Act; (g) use its commercially reasonable efforts to cause all such Registrable Stock to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Parent are then listed; (h) provide a transfer agent and registrar for the Registrable Stock and provide a CUSIP number for all such Registrable Stock, in each case not later than the date that sales of Registrable Securities to Stock may first be offered and sold, but only while Parent shall be required under the provisions hereof to cause made off of the Registration Statement pursuant to remain effective.the terms of this Agreement; (ei) Subject to in the proviso to Section 1.2event of the issuance of any stop order suspending the effectiveness of such Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its reasonable best efforts to register or qualify obtain promptly the shares of Registrable Securities covered by the Registration Statement under the securities or “blue sky” laws withdrawal of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a).order; (fj) Promptly as promptly as reasonably practicable, notify each Holder the Holders (a “Disclosure Notice”) at any time when a prospectus relating thereto is required to be delivered under the Securities Act within of the appropriate period referred to in Section 1.4(a), happening of Parent’s becoming aware that any event as a result of which the prospectus included in the Registration Statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existingunder which they were made, and at the request of any such Holder to promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus, or supplemental prospectus a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securitiessecurities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In under which they were made (following receipt of any supplement or amendment to any prospectus, the event Parent Holders shall give deliver such amended, supplemental or revised prospectus in connection with any such noticeoffers or sales of Registrable Stock, each Holder and shall immediately suspend not deliver or use of the prospectus.any prospectus not so supplemented, amended or revised); and (gk) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by notwithstanding any other provision hereof, Parent are then listed and, if not so listed, to be listed on may delay the Nasdaq National Market filing or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date effectiveness of the Registration Statement. , allow the Registration Statement to cease to remain effective, defer preparing and furnishing any supplement or amendment to a prospectus or suspend the use of the Registration Statement or any prospectus, if the Board of Directors of Parent (or a duly authorized committee thereof) shall have determined in good faith following consultation with outside legal counsel (not including avoidance of Parent’s obligations hereunder) that (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder filing or the underwriters reasonably request offering or sale of any Registrable Stock thereunder would materially interfere with a bona fide acquisition, corporate reorganization, financing or similar corporate transaction involving Parent, or (ii) require premature disclosure of material non-public information that, if disclosed at such time, would be materially harmful to Parent or its stockholders, or (iii) render Parent unable to comply with the disclosure requirements of the Securities Act, the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder, and it is hence in order the best interests of Parent to expedite allow such suspension, delay or facilitate deferral, and concurrent with such suspension, delay or deferral, Parent provides the disposition Holders with written notice of such Registrable Securities suspension, delay or deferral (the “Deferral Notice”), which notice shall specify the general nature of the event giving rise to such delay, deferral or suspension; provided, however, that such suspension, delay or deferral may not exceed 30 days in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating the aggregate in any Offeringsix month period, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees shall not to effect any public sale or distribution of its equity securities, or register any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing account or that of any underwritten Offering other stockholder during such deferral period other than pursuant to a registration (x) relating to securities of employees (or securities as an inducement to hire employees) of Parent or a subsidiary pursuant to a stock option, stock purchase, or other equity compensation plan or arrangement, or (y) relating to the transaction of the nature described in the preceding clause (ii) that provided the grounds for such Deferral Notice. Each Holder shall keep confidential any communications received by it from Parent regarding the delay, deferral or suspension of the use of the Registration Statement or a prospectus, except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms)required by applicable law. (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection Parent shall (i) prepare and file with any registration of Registrable Securities pursuant to this Article 1, Parent shall: (a) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice registration statement in accordance with Section 1.3 2 hereof with respect to the Registrable Securities and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will shall use its reasonable best efforts to cause the Registration Statement such registration statement to remain become effective for as promptly as practicable after filing and to keep such longer period registration statement effective until two (not to exceed five 2) years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and Effective Time; (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare prepare and file with the SEC such amendments to such registration statement and amendments or supplements to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed registered by such registration statement until two (2) years after the Effective Time; (iii) furnish to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders each Holder such number of copies of any Prospectus prospectus (including any preliminary Prospectus prospectus and any amended or supplemented Prospectus), prospectus) in conformity with the requirements of the Securities Act, and such other documents, as the Holders each Holder may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement registration statement to remain effective. ; (eiv) Subject to the proviso to Section 1.2, use its commercially reasonable efforts to register or qualify the shares of Registrable Securities covered by the Registration Statement such registration statement under the securities or “blue sky” sky laws of such states jurisdictions as the participating Holders each Holder shall reasonably request and maintain (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such registration jurisdiction where it has not been qualified), and do any and all other acts or qualification current until things which may be necessary or advisable to enable each Holder to consummate the earlier to occur public sale or other disposition of the time periods set forth such Registrable Securities in Section 1.4(a). such jurisdictions; (fv) Promptly notify each Holder at upon the happening of any time when event as a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a), result of Parent’s becoming aware that which the prospectus included in the Registration Statementsuch registration statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing; (vi) so long as the registration statement remains effective, and at the request of any such Holder to promptly prepare prepare, file and furnish to such each Holder a reasonable number of copies of a supplement to or an amendment or supplemental of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing; (vii) notify each Holder, promptly after it shall receive notice thereof, of the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (viii) notify each Holder promptly of any request by the SEC for the amendment or supplement of such registration statement or prospectus or for additional information; and (ix) advise each Holder, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. In the event connection with any offering of Registrable Securities registered pursuant to this Declaration, Parent shall give any (x) furnish each Holder, at Parent's expense, with unlegended certificates representing ownership of the Registrable Securities being sold, in such notice, denominations as each Holder shall immediately suspend use of request and (y) instruct the prospectus. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such of the Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with to release any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel stop transfer orders with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offeringbeing sold. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any registration of Registrable Securities Whenever required pursuant to this Article 1Agreement to effect the registration of any Registrable Securities, Parent shall: (a) Use its reasonable efforts Respond promptly to cause the Registration Statement to be declared effective by the any SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), comments with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the any Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion and diligently pursue resolution of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect comments to those Registrable Securities subject to such Offeringthe satisfaction of the SEC. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements to the any Registration Statement and the prospectus (the “Prospectus”) used included in connection therewith such Registration Statement as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in covered by such Registration Statement in accordance with and maintain the terms effectiveness of any Offering. A reasonable time prior such Registration Statement for the applicable period set forth herein. (c) Prior to the filing of thereof, provide the Holders with reasonable time to review and comment on any Registration Statement or Statement, any prospectus or included therein, and any amendment or supplement thereto, Parent will provide copies to any of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereonforegoing. (d) Furnish to the participating Holders Holders, without charge, such number numbers of copies of any Prospectus (Registration Statement, the prospectus, including any a preliminary Prospectus prospectus, included therein, and any amended amendments or supplemented Prospectus), supplements thereto in conformity with the requirements of the Securities Act, and such other documents as the Holders they may reasonably request in order to effect facilitate the offering and sale of the shares disposition of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effectiveowned by them. (e) Subject to the proviso to Section 1.2, use Use its reasonable best efforts to register or and qualify the shares securities covered by any Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (f) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. (g) Notify each Holder of Registrable Securities covered by the a Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act within of the appropriate period referred to in Section 1.4(a), happening of Parent’s becoming aware that any event as a result of which the prospectus included in the such Registration Statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing, and and (1) use its best efforts to prevent the issuance of, or obtain at the request of earliest possible moment the withdrawal of, any such Holder to promptly stop order, and (2) prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment or supplemental of such prospectus as may be necessary so that, as thereafter delivered to the purchasers offerees of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (gh) Cause all such Registrable Securities registered pursuant to the terms hereunder to be listed on each securities exchange and trading system on which similar the same securities issued by Parent are then listed andlisted, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchangeany. (hi) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities Securities, in each case not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offeringregistration. (j) Make reasonably available for inspection Take all other reasonable actions necessary to expedite and facilitate the disposition by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters Holders of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offeringany Registration Statement. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any Subject to Sections 12.2, 12.3 and 12.4 above, --------------------- when required to effect the registration of any Registrable Securities pursuant to under the terms of this Article 1Agreement, Parent shallwill, as expeditiously as reasonably possible: (a) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements furnish to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders such number of copies of any Prospectus the prospectus for the Shelf Registration (or Subsequent Registration, as applicable), including any a preliminary Prospectus prospectus (and any amended amendments or supplemented Prospectussupplements thereto), in conformity with the requirements of the Securities Act, and such other documents as the Holders they may reasonably request in order to effect facilitate the offering and sale disposition of the shares Registrable Securities owned by them; (b) notify each Holder of Registrable Securities promptly and, if requested by such Holder, confirm such notification in writing promptly (i) when a registration statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for post-effective amendments and supplements to a registration statement that has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by Parent of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of any determination by Parent that a post-effective amendment to a registration statement would be appropriate; (c) use all reasonable efforts to (i) register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as will be reasonably requested by the Holders; provided that Parent will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such state or jurisdiction unless Parent is already so qualified or subject to service of process, respectively, in such jurisdiction; and (ii) cause such Registrable Securities to be offered registered with or approved by such other governmental agencies or authorities, including the National Association of Securities Dealers as may be necessary by virtue of the business and sold, but only while operations of Parent; provided that Parent shall will not be required under to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any jurisdiction, or (C) consent to general service of process in any such jurisdiction except as may be required by the provisions hereof to cause the Registration Statement to remain effective.Securities Act; (ed) Subject to the proviso to Section 1.2, use its reasonable efforts to register or qualify the shares promptly notify each Holder of Registrable Securities covered by the Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time statement, when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a)Act, of Parent’s becoming aware that the happening of any event as a result of which the prospectus included in the Registration Statementsuch registration statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In existing and, subject to the event Parent shall give provisions of this Agreement, at the request of any such noticeHolder, prepare and furnish to each Holder shall immediately suspend use of Registrable Securities then outstanding a reasonable number of copies of a supplement to or an amendment of the prospectus.prospectus as may be necessary to correct the untrue statement or omission; (ge) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably make available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, Securities and any attorney, accountant or other agent professional retained by any such Holder or underwriter(collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of ParentParent (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and use its reasonable efforts to cause Parent’s 's officers, directors, directors and employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent Inspectors in connection with such Offering (includingregistration statement; provided, with respect that prior to any Offering that is such disclosure, such Inspector executes a non-disclosure agreement in form and substance acceptable to Parent. Records which Parent determines, in good faith, to be underwrittenconfidential and which it notifies the Inspectors in writing are confidential shall not be disclosed to the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Holder of Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of Parent or its affiliates or otherwise disclosed by it unless and until such is made generally available to the public. Each Holder of such Registrable Securities further agrees that it will, using upon leaning that disclosure of such Records is sought in a court of competent jurisdiction, give written notice to Parent and allow Parent, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential; (f) use its commercially reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable cause all such Registrable Securities to be in such denominations listed on the Nasdaq National Market and registered in such names as each securities exchange on which similar securities issued by Parent are then listed; and (g) upon the Holders may reasonably request at least one business day prior to the closing of any sale of Holder, promptly provide the name, address and other contract information regarding Parent's transfer agent for the Registrable Securities and the CUSIP number for the Registrable Securities.

Obligations of Parent. In connection with any registration of Registrable Securities pursuant to this Article 1, Parent shall: (a) Use its Except as set forth in Sections 2 and 3, Parent shall (i) use commercially reasonable efforts to cause keep the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain continuously effective until the earlier to occur of (x) the first anniversary of the effectiveness effective date of the Registration Statement Statement; provided, however, that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (subject to extension to reflect A) includes any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (bSection 10(a)(3) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act or (B) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the incorporation by reference of information required to be included in (A) and the rules and regulations (B) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the SEC promulgated thereunder and Exchange Act in the Registration Statement; (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare prepare and file with the SEC such amendments and supplements to the such Registration Statement and the prospectus (the “Prospectus”) used in connection therewith with such Registration Statement as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in covered by such Registration Statement in accordance with the terms of any Offering. A reasonable time prior Statement; (iii) furnish to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders such number of copies of any Prospectus prospectus (including any preliminary Prospectus prospectus and any amended or supplemented Prospectusprospectus), in conformity with the requirements of the Securities Act, as the Holders may reasonably request in order to effect the offering and sale of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the such Registration Statement to remain effective. current; (eiv) Subject to the proviso to Section 1.2, use its commercially reasonable efforts to register or qualify the shares of the Registrable Securities covered by the such Registration Statement under the securities or “"blue sky” " laws of such states jurisdictions as the participating Holders shall reasonably request and maintain (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such registration jurisdiction where it has not been qualified) unless Parent is already subject to service in such jurisdiction, and take all actions which may be reasonably necessary to enable the Holders to consummate the public sale or qualification current until the earlier to occur other disposition of the time periods set forth Registrable Securities in Section 1.4(a). such jurisdictions; (fv) Promptly notify each Holder at any time when a prospectus relating thereto is required cause all such Registrable Securities to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus included in the Registration Statement, listed on each securities exchange or securities trading system (if any) on which similar securities issued by Parent are then listed; (vi) as long as such prospectus may be amended or supplementedRegistration Statement remains effective, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existingpromptly prepare, and at the request of any such Holder to promptly prepare file and furnish to such Holder the Holders a reasonable number of copies of a supplement to or an amendment or supplemental of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In ; (vii) furnish copies of prospectuses to any national securities exchange (if any) upon which the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities are listed in compliance with Rule 153 adopted pursuant to be listed the Securities Act, or any similar rule as in effect from time to time, so as to enable all the Holders to rely on each such Rule for sales of Registrable Securities through the facilities of such national securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. exchange; and (hviii) Provide provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities Securities, in each case not later than the effective date of the Registration Statementsuch registration. (b) Parent shall notify each Holder (i) In connection with of any Offering that is Material Event; (ii) of the date and time the Registration Statement and each post-effective amendment thereto has become effective or a supplement to be underwritten, enter into any prospectus forming a part of such customary agreements Registration Statement has been filed; (including underwriting agreements in customary form iii) of any request by the SEC for similar offeringsthe amending or supplementing of such Registration Statement or prospectus or for additional information; and (iv) and take all such other actions as a Holder of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms initiation of any Offeringproceeding for that purpose and use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. (jc) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and Parent shall use its commercially reasonable efforts to cause Parent’s officers, directors, employees comply with all of the reporting requirements of the Exchange Act applicable to it and independent accountants to supply shall comply with all other public information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering reporting requirements of the SEC that is to be underwritten, using its reasonable efforts to furnish are conditions to the underwriters availability of Rule 144 for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters sale of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any Whenever required to effect the registration of the Registrable Securities Shares pursuant to this Article 1Section 2.1 or 2.2, Parent shall, as expeditiously as reasonably possible: (a) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith with the Registration Statement as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of covered by the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to for the Holders participating period set forth in such Offering Sections 2.1 and provide such Holders and their counsel with an adequate opportunity to review and comment thereon2.2 above. (db) Furnish to the participating Holders Stockholders such number of copies of any Prospectus (a prospectus, including any a preliminary Prospectus and any amended or supplemented Prospectus)prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Holders they may reasonably request in order to effect facilitate the offering and sale of the shares disposition of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effectiveShares owned by them. (ec) Subject to the proviso to Section 1.2, use Use its commercially reasonable efforts to register or and qualify the shares of Registrable Securities securities covered by the Registration Statement under the such other securities or “blue sky” Blue Sky laws of such states jurisdictions as shall be reasonably requested by the participating Holders Stockholders; PROVIDED that Parent shall reasonably request and maintain not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such registration states or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a)jurisdictions. (fd) Promptly notify Use its commercially reasonable efforts to periodically amend such registration statement to include such information as may be necessary (including quarterly financial results for periods after the date such Registration Statement becomes effective) to maintain the effectiveness of the Registration Statement and cause it to contain current information. (e) Notify each Holder Stockholder (such notification being referred to herein as the "Notice") covered by the Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act within of the appropriate period referred to in Section 1.4(a), happening of Parent’s becoming aware that any event as a result of which the prospectus included in the Registration Statement, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. Promptly thereafter, Parent shall use its commercially reasonable efforts to prepare and at file with the request of any SEC (in no event later than five (5) days after the Notice) (such Holder filing date being referred to promptly prepare herein as the "Amendment Date") and furnish to such Holder each Stockholder as promptly as practicable a reasonable number of copies of a supplement to or an amendment or supplemental of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesShares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In ; provided, however, that in no event shall the event Parent shall give total number of trading days from all Notices to all respective Amendment Dates exceed ten (10) in any fiscal quarter of Parent. (f) Use its commercially reasonable efforts to furnish, on the date that such noticeRegistrable Shares are delivered to the underwriters for sale, each Holder shall immediately suspend use if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the prospectuscounsel representing Parent for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated as of such date, from the independent certified public accountants of Parent, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued To the extent not already covered by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its commercially reasonable efforts to cause Parent’s officerspromptly amend the Registration Statement to cover, directorsor prepare and file with the SEC a Registration Statement covering, employees and independent accountants to supply all information reasonably requested by the resale of any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish shares issued to the underwriters Stockholders' Agent as payment for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment fees and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing expenses incurred by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during Stockholders' Agent under the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms)Escrow Agreement. (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any Subject to Section 2, when required to effect the registration of any Registrable Securities pursuant to Securities, under the terms of this Article 1Agreement, Parent shallwill, as expeditiously as reasonably possible: (a) Use its reasonable efforts to cause the Registration Statement to be declared effective by the SEC at the Effective Time or as soon as practicable thereafter and to remain effective until the earlier to occur of (x) the first anniversary of the effectiveness of the Registration Statement (subject to extension to reflect any Suspension Period) and (y) such period as will terminate when all of the securities covered by the Registration Statement have been disposed of in accordance with the intended methods of disposition thereof by the Holders; provided that, notwithstanding the foregoing clause (x), with respect to an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (as applicable, in light of the circumstances under which they were made) not misleading. (c) Prepare and file with the SEC such amendments and supplements furnish to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon. (d) Furnish to the participating Holders such number of copies of any Prospectus the prospectus for the Registration, including a preliminary prospectus (including any preliminary Prospectus and any amended amendments or supplemented Prospectussupplements thereto), in conformity with the requirements of the Securities Act, and such other documents as the Holders they may reasonably request in order to effect facilitate the offering and sale disposition of the shares Registrable Securities; (b) notify each Holder promptly by electronic mail, if the Holder has provided a valid email address, and, if requested by such Holder, confirm such notification in writing promptly (i) when the Registration has become effective and when any post-effective amendments and supplements thereto become effective (except with respect to a post-effective amendment filed to terminate an offering following expiration of the Registration Period), (ii) of any request by the SEC or any state securities authority for post-effective amendments and supplements to the Registration that has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Registration or the initiation of any proceedings for that purpose, (iv) of the receipt by Parent of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) of any determination by Parent that a post-effective amendment to the Registration would be appropriate (except with respect to a post-effective amendment filed to terminate an offering following expiration of the Registration Period); (c) use all commercially reasonable efforts to (i) Register and qualify the securities covered by the Registration, as applicable, under such other securities or blue sky laws of such jurisdictions in the United States as will be reasonably requested by the Holders; provided, however, that Parent will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such state or jurisdiction unless Parent is already so qualified or subject to service of process, respectively, in such jurisdiction; and (ii) cause such Registrable Securities to be offered registered with or approved by such other governmental agencies or authorities, including the National Association of Securities Dealers, as may be necessary by virtue of Parent’s business and soldoperations; provided, but only while however, that Parent shall will not be required under to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (c), (B) subject itself to taxation in any jurisdiction where it would not otherwise be subject to taxation, or (C) consent to general service of process in any such jurisdiction where it has not otherwise consented to general service of process except as may be required by the provisions hereof to cause the Registration Statement to remain effective.Securities Act; (ed) Subject to the proviso to Section 1.2, use its reasonable efforts to register or qualify the shares of Registrable Securities promptly notify each Holder covered by the Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a)Act, of Parent’s becoming aware that the happening of any event as a result of which the prospectus included in the Registration StatementRegistration, or as such prospectus may be amended or supplementedthen in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existingexisting and, and subject to the provisions of this Agreement, at the request of any such Holder to promptly Holder, prepare and furnish to such each Holder a reasonable number of copies of a supplement to or an amendment or supplemental of the prospectus as may be necessary so thatto correct the untrue statement or omission; and (e) upon the request of any Holder, as thereafter delivered to promptly provide the purchasers of such name, address and other contract information regarding Parent’s transfer agent for the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make and the statements therein not misleading in CUSIP number for the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange. (h) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the Registration Statement. (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable efforts to cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered by such letters). (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.

Obligations of Parent. In connection with any registration of Registrable Securities pursuant to this Article 1, Parent shall: (a) Use its if the Registration Statement is automatically effective upon filing, use reasonable best efforts to cause such Registration Statement to remain continuously effective until the termination hereof in accordance with Section 10(n); (b) if the Registration Statement is not automatically effective upon filing, use reasonable best efforts to be declared cause such Registration Statement (i) to become effective by as promptly as reasonably practicable after the SEC at filing thereof with the Effective Time or as soon as practicable thereafter SEC, and (ii) to remain continuously effective until the earlier to occur termination hereof in accordance with Section 10(n); (c) notify each initial Holder promptly after Parent receives notice thereof, and each initial Holder that is a Transferor Holder shall notify each of (x) the first anniversary its Permitted Transferees promptly after receiving notice from Parent, of the effectiveness time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed; (d) subject to Section 2(b)(A), notify each initial Holder promptly upon discovery that, or upon the discovery of the happening of any event as a result of which, and each initial Holder that is a Transferor Holder shall notify each of its Permitted Transferees promptly after receiving notice from Parent that, the Registration Statement or any supplement to any prospectus forming a part of the Registration Statement (subject contains an untrue statement of a material fact or omits any fact necessary to extension to reflect any Suspension Period) and (y) such period as will terminate when all make the statements therein not misleading in the light of the securities covered by the Registration Statement have been disposed circumstances under which they were made, and, as promptly as practicable, prepare and furnish to each initial Holder, and each initial Holder that is a Transferor Holder shall promptly furnish to each of in accordance with the intended methods of disposition thereof by the Holders; provided its Permitted Transferees, a supplement or amendment to such prospectus so that, notwithstanding as thereafter delivered to the foregoing clause (x)purchasers of such Registrable Securities, with respect to such prospectus will not contain an Offering for which Parent has received notice in accordance with Section 1.3 and which is intended to occur within a reasonable period of time (but no later than 90 days) following such notice, Parent will use its reasonable efforts to cause the Registration Statement to remain effective for such longer period (not to exceed five years after the Registration Statement is first declared effective) as in the opinion of counsel for any underwriters a prospectus is required by law to be delivered in connection with any such Offering by an underwriter or dealer with respect to those Registrable Securities subject to such Offering. (b) Use its reasonable efforts to cause the Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date thereof (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder and (ii) not to contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein (as applicable, not misleading in the light of the circumstances under which they were made) not misleading.; (ce) Prepare after the Registration Statement becomes effective, notify each initial Holder, and each initial Holder that is a Transferor Holder shall promptly notify each of its Permitted Transferees, of any request by the SEC that Parent amend or supplement such registration statement or prospectus; (f) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus (the “Prospectus”) used in connection therewith as may be reasonably necessary to make and to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such Registration Statement in accordance with the terms of any Offering. A reasonable time prior to the filing of Registrable Securities covered by the Registration Statement or any prospectus or any amendment or supplement thereto, Parent will provide copies of such documents to during the Holders participating in such Offering and provide such Holders and their counsel with an adequate opportunity to review and comment thereon.Registration Period; (dg) Furnish furnish to the participating Holders each initial Holder, and each initial Holder that is a Transferor Holder shall distribute to each of its Permitted Transferees, such number numbers of copies of any Prospectus (a prospectus, including any a preliminary Prospectus and any amended or supplemented Prospectus)prospectus, in conformity with the requirements of as required by the Securities Act, and such other documents as the selling Holders may reasonably request in order to effect the offering and sale facilitate their disposition of the shares of Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause the Registration Statement to remain effective. (e) Subject to the proviso to Section 1.2, use its reasonable efforts to register or qualify the shares of Registrable Securities covered by the Registration Statement under the securities or “blue sky” laws of such states as the participating Holders shall reasonably request and maintain any such registration or qualification current until the earlier to occur of the time periods set forth in Section 1.4(a). (f) Promptly notify each Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period referred to in Section 1.4(a), of Parent’s becoming aware that the prospectus included in the Registration Statement, or as such prospectus may be amended or supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such Holder to promptly prepare and furnish to such Holder a number of copies of an amendment or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such their Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances then existing. In the event Parent shall give any such notice, each Holder shall immediately suspend use of the prospectus. (g) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the Nasdaq National Market or the New York Stock Exchange.; (h) Provide a transfer agent use its reasonable best efforts to register and registrar for all such qualify the Registrable Securities under such other securities or blue-sky laws of such domestic jurisdictions as shall be reasonably requested by the Holders; provided, however, that Parent shall not later than the effective date be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of the Registration Statement.process in any jurisdiction, unless Parent is already subject to service in such jurisdiction; and (i) In connection with any Offering that is to be underwritten, enter into such customary agreements (including underwriting agreements in customary form for similar offerings) and take all such other actions as a Holder or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities in accordance with terms of any Offering. (j) Make reasonably available for inspection by any Holder of Registrable Securities, any underwriter participating in any Offering, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and use its reasonable best efforts to cause Parent’s officers, directors, employees file with the SEC in a timely manner all reports and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Offering (including, with respect to any Offering that is other documents required to be underwritten, using its reasonable efforts to furnish to the underwriters for such Offering a cold comfort letter from Parent’s accountant in customary form covering such matters as are customarily covered filed by such letters)Parent under Applicable Securities Laws. (k) In connection with any Offering that is to be underwritten, use its reasonable efforts to provide to the underwriters for such Offering a legal opinion of Parent’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature. (l) In connection with any Offering that is to be underwritten, make reasonably available its employees and personnel and otherwise provide reasonable and customary assistance to any underwriters in the marketing of Registrable Securities pursuant to such underwritten Offering. (m) If requested in writing by the managing underwriters, with respect to any Offering that is to be underwritten, Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, in each case for its own account, during the time period reasonably requested by the managing underwriters, not to exceed seven days prior to and 60days following the pricing of any underwritten Offering (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms). (n) Reasonably cooperate with the Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities.