Common use of Obligations of the Corporation Clause in Contracts

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Corporation 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 reasonable best efforts to cause such Registration Statement to become effective, and keep such Registration Statement effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein; (b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement; (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the 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; (e) 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; (f) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) 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, of the 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; (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable SecuritiesSecurities under this Agreement, the Corporation shall, as expeditiously as reasonably possible: (ai) prepare Prepare and file with the SEC Commission a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become and remain effective, and keep such Registration Statement effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;. (bii) prepare Prepare and file with the SEC Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement and to keep such registration statement effective, in accordance with the intended methods case of disposition a firm commitment underwriting, until each underwriter has completed the distribution of all securities purchased by sellers thereof set forth it and, in the case of any other offering, until the earlier of the sale of all Registrable Securities covered thereby or one hundred eighty (180) days after the effective date thereof; provided, however, that such 180-day period shall be extended for a period of time equal to the period the Holder refrains from selling any Registrable Securities included in such Registration Statement;registration at the request of an underwriter of the Common Stock or if the Corporation has provided the notice described in subparagraph (vii) below. (ciii) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders such numbers number of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them;them that are included in such registration. (eiv) 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 reasonably requested by the Holders, provided, that the Corporation 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. (v) Use its best efforts to list the securities covered by such registration statement with the securities exchange, if any, on which the Common Stock is then listed. (vi) 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;. (fvii) notify Notify each Holder of Registrable Securities covered by and each underwriter under such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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; (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Obligations of the Corporation. Whenever required under this Agreement Section 2, 3, ------------------------------ or 11 to use its best efforts to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC Securities and Exchange Commission ("SEC") a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become and remain effective; provided, and keep however, that in connection with any proposed registration intended to permit an offering of any securities from time to time (i.e., a so- called "shelf registration"), the Corporation shall in no event be obligated to cause any such Registration Statement registration to remain effective for (x) the lesser of more than one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;days. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the 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;. (ed) in the event of any underwritten public offering, enter into and perform Use 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; (f) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) 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, of the 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; (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with qualify the Holders of Registrable Securities securities covered by such Registration Statement, registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably appropriate for the underwriters, if any, and their respective counsel, in connection with distribution of the securities covered by the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwritersstatement, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, provided that the Corporation shall not be required in connection therewith or as a condition thereto to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or file a general consent to service of process in any such states or jurisdictions, and further provided that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction where it is not in which the securities shall be qualified shall require that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by selling stockholders, then so subject;such expenses shall be payable by selling stockholders pro rata, to the extent required by such jurisdiction. (me) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained Provide a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not Common Stock no later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such the first registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Corporation 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 best efforts to cause such Registration Statement to become effective, and keep such Registration Statement effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein; (b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement; (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the 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; provided, however, that the availability of such documentation on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system or such successor system (“XXXXX”) shall satisfy such delivery requirement hereunder; (ed) 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; (fe) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (gf) 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, of the 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; (hg) upon the occurrence of any event contemplated by Section 6(g6(f) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (ih) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (ki) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably requestrequest and as necessary to enable them to exercise their due diligence responsibility, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (lj) use its commercially reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (mk) in the case of an underwritten offering, obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as satisfy the case may be, and their respective counselrequirements under the applicable underwriting agreement; (nl) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (om) use its commercially reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (pn) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (so) in the case of an underwritten offeringa Marketed Underwritten Shelf Take-Down, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Obligations of the Corporation. Whenever required under this Agreement Section 2 to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement registration statement to become effectiveeffective 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, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the holder refrains, at the request of an underwriter of Common Shares (or other securities) of the Corporation, from selling any securities included in such registration, and keep (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such Registration Statement effective for (x) the lesser of one hundred eighty twenty (180120) days or day period shall be extended for up to sixty (60) days, if necessary, to keep the registration statement effective until the Holder or Holders have completed the distribution relating thereto or (y) for all such longer period as may be prescribed hereinRegistrable Securities are sold; (b) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement, and the prospectus used in connection with such Registration Statement registration statement, as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect in order to enable the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statementregistration statement; (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the Holders selling holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of as required by the Securities Act, and such other documents as they the holders may reasonably request in order to facilitate the their disposition of their Registrable Securities; (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 reasonably requested by the selling holders; provided that the Corporation shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Corporation is already subject to service in such jurisdiction and except as may be required by the Securities owned by themAct; (e) 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; (f) notify each Holder of use its commercially reasonable efforts to cause all such Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received registration statement 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 Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional informationare then listed; (g) notify each Holder of provide a transfer agent and registrar for all Registrable Securities covered by registered pursuant to this Agreement and provide a CUSIP number for all such Registration StatementRegistrable Securities, at any time when a prospectus relating thereto is required to be delivered under in each case not later than the Securities Act, effective date of the 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 existingregistration; (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registrationthe selling holders, any underwriter underwriter(s) participating in any distribution disposition pursuant to such registrationregistration 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 records, pertinent corporate documents documents, and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers directors, employees, and employees independent accountants to supply all information reasonably requested by any such Holderseller, underwriter, attorney, accountant accountant, or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counselagent, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States case, as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep verify the accuracy of the information in such registration or qualification statement and to conduct appropriate due diligence in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subjectconnection therewith; (mi) obtain for delivery to notify each selling holder, promptly after the Holders of Registrable Securities covered by such Registration Statement and to the underwritersCorporation receives notice thereof, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory time when such registration statement has been declared effective or a supplement to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, any prospectus forming a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date part of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunderhas been filed; and (sj) in after such registration statement becomes effective, notify each selling holder of any request by the case SEC that the Corporation amend or supplement such registration statement or prospectus. In addition, the Corporation shall ensure that, at all times after any registration statement covering a public offering of an underwritten offering, cause the senior executive officers securities of the Corporation to participate in under the customary “road show” presentations Securities Act shall have become effective, its xxxxxxx xxxxxxx policy shall provide that the Corporation’s directors may be reasonably requested by implement a trading program under Rule 10b5-1 of the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoExchange Act.

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable SecuritiesSecurities under this Agreement, the Corporation shall, as expeditiously as reasonably possible: (ai) prepare Prepare and file with the SEC Commission a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become and remain effective, and keep such Registration Statement effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein; (bii) prepare Prepare and file with the SEC Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement and to keep such registration statement effective, in accordance with the intended methods case of disposition a firm commitment underwriting, until each underwriter has completed the distribution of all securities purchased by sellers thereof set forth it and, in the case of any other offering, until the earlier of the sale of all Registrable Securities covered thereby or one hundred eighty (180) days after the effective date thereof; provided, however, that such 180-day period shall be extended for a period of time equal to the period the Holder refrains from selling any Registrable Securities included in such Registration Statementregistration at the request of an underwriter of the Common Stock or if the Corporation has provided the notice described in subparagraph (vii) below; (ciii) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders such numbers number of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by themthem that are included in such registration; (eiv) 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 reasonably requested by the Holders, provided, that the Corporation 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; (v) Use its best efforts to list the securities covered by such registration statement with any securities exchange, if any, on which the Common Stock of the Corporation is then listed; (vi) 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; (fvii) notify Notify each Holder of Registrable Securities covered by and each underwriter under such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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; (hviii) upon Furnish, at the occurrence request of any event contemplated by Section 6(g) aboveHolder requesting registration of Registrable Securities, promptly prepare a supplement or post-effective amendment to on the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter date that such Registrable Securities are delivered to the purchasers underwriters for sale, 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 such securities becomes effective, a "comfort" letter dated as of such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of the Registrable Securities being sold thereunder, such Registration Statement will 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;Securities; and (iix) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make Make available for inspection by each Holder including seller of Registrable Securities in such registrationSecurities, any underwriter participating in any distribution pursuant to such registrationregistration statement, and any attorney, accountant or other agent retained by such Holder seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s 's officers, managers directors and employees to supply all information reasonably requested by any such Holderseller, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretostatement.

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its all reasonable best efforts to cause such Registration Statement registration statement to become effective, and and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement registration statement effective for (x) the lesser of one hundred eighty (180) up to 90 days or or, if earlier, until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;related thereto. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders such numbers number of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the 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) 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 reasonably requested by the Holders, provided that the Corporation 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. (e) in 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;. (f) notify Notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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;. (hg) upon Furnish, at the occurrence request of any event contemplated by Section 6(g) abovea majority of the Holders participating in the registration, promptly prepare a supplement or post-effective amendment to on the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter date that such Registrable Securities are delivered to the purchasers of the Registrable Securities underwriters for sale, if such securities are being sold thereunderthrough underwriters, or, if such Registration Statement will securities are not include an untrue being sold through underwriters, on the date that the registration statement of a material fact or omit with respect to state a material fact required to be stated therein or necessary to make the statements therein not misleading; such securities becomes effective, (i) notify each Holder an opinion, dated as of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by date, of the counsel representing the Corporation for the purposes of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant form and substance as is customarily given to such underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees addressed to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders requesting registration of Registrable Securities covered and (ii) a letter dated as of such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by such Registration Statement independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, an opinion or opinions from counsel for the Corporationand if permitted by applicable accounting standards, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders requesting registration of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;Securities. (oh) use its reasonable best efforts to list the Cause all such Registrable Securities that are covered by such Registration Statement with any national registered pursuant hereunder to be listed on each securities exchange or automated quotation system on which similar securities issued by the Shares Corporation are then listed;. (pi) provide and cause to be maintained Provide a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from registered pursuant hereunder and after a date CUSIP number for all such Registrable Securities, in each case not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoregistration.

Obligations of the Corporation. Whenever required under Subject to the terms and conditions of this Agreement Agreement, in order to effect facilitate the registration of any Registrable SecuritiesTransaction, the Corporation shall, as expeditiously as reasonably possibleshall take all action necessary in accordance with all applicable Laws to: (a) prepare duly call, give notice of, convene and file with hold 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 (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period Shareholders' Meeting as may be prescribed hereinpromptly as practicable; (b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used solicit proxies of Shareholders in connection with such Registration Statement as may be necessary to keep such Registration Statement effective and to comply with the provisions favour of the Securities Act with respect to Transaction Resolutions provided that the disposition of all securities covered by Corporation may, but shall not be required to, engage a proxy solicitation agent for such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;purpose; and (c) permit do all things necessary or desirable to give effect to the Transaction, including using reasonable commercial efforts to make and actively prosecute applications for all applicable required regulatory and stock exchange consents, approvals and permissions as provided for herein. The Corporation shall use its reasonable commercial efforts to prepare and mail to the Shareholders the Proxy Circular. The Corporation shall provide the Investor and its Representatives with a reasonable opportunity to review and comment on the Proxy Circular prior to filing it with the Exchange and to its mailing to the Shareholders in accordance applicable Law and shall accept the reasonable comments of the Investor and its Representatives on any Holder that (of the information and matters contained in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person Proxy Circular. As of the Corporation to participate in good faith in date the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished Proxy Circular is first mailed to the Corporation in writing, that in Shareholders and the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the Holders such numbers of copies date of the Registration Statement and the related ProspectusShareholders' Meeting, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such information (other documents as they may reasonably request in order to facilitate than the disposition of Registrable Securities owned by them; (eInvestor Information) in the event of Proxy Circular shall be complete and correct in all material respects, shall not contain 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; (f) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) 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, of the 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; (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation therein, in light of the issuance by circumstances in which they are made, not misleading and shall comply in all material respects with all applicable Laws. The Corporation agrees to promptly correct any such information in the SEC of Proxy Circular which shall have become false or misleading at any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect time prior to the suspension Shareholders' Meeting. Without limiting the generality of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus andforegoing, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not ensure that the Proxy Circular provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the Transaction Resolutions and any other matters to be required to qualify generally to do business placed before them at the Shareholders' Meeting and shall include the recommendation set forth in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (nSection 2.2(a) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoProxy Circular.

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable Securities, the The Corporation shall, hereby covenants and agrees as expeditiously as reasonably possiblefollows: (a) prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and it shall use its reasonable best efforts to cause such Registration Statement to become effective, and keep such the Registration Statement effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed twelve (12) month anniversary of the Conversion Date or, if earlier, until the distribution relating thereto or (y) for such longer period as may be prescribed hereincontemplated in the Registration Statement has been completed; (b) it shall prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the U.S. Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement; (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) it shall furnish to the Holders such numbers number of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the U.S. Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by themthem that are included in such registration; (d) it shall 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 reasonably requested by the Holders, provided that the Corporation 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; and (e) 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 it shall also enter into and perform its obligations under such an agreement; (f) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) 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 U.S. Securities Act, Act of the 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; (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Obligations of the Corporation. Whenever When required under this Agreement section 8 to effect the registration of any Registrable Securitiesof the Warrant Shares under subsections 8.1 or 8.2 hereof (in either such case, the "Requested Shares"), the Corporation shall, as expeditiously as is reasonably possible: (a) prepare Prepare and file with the SEC Securities Exchange Commission (the "SEC") a Registration Statement registration statement with respect to such Registrable Securities Requested Shares and use its reasonable best efforts to cause such Registration Statement to become effective, and keep such Registration Statement effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein; (b) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement therewith as may be necessary to keep cause such Registration Statement registration statement to become effective at the earliest practicable date and to comply with remain effective for a period of ninety (90) days or until the provisions Warrantholders and any underwriter purchasing such Requested Shares have sold or otherwise disposed of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth Requested Shares registered in such Registration Statement;registration statement, whichever is earlier. (cb) permit any Holder that (in the good faith reasonable judgment of Furnish to each Warrantholder selling Requested Shares such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the Holders such numbers number of copies of the Registration Statement such registration statement, each supplement and the related Prospectusamendment thereto, a prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they such Warrantholder may from time to time reasonably request in order to facilitate the disposition of Registrable Securities owned Requested Shares to be sold by them;such Warrantholder pursuant to such registration statement. (ec) in Register and qualify 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; (f) notify each Holder of Registrable Securities Requested Shares covered by such Registration Statement registration statement under such securities laws or state securities laws of such jurisdictions as soon as shall be reasonably possible after notice thereof is received appropriate for the distribution of the Requested Shares covered by the registration statement; PROVIDED, HOWEVER, that the Corporation 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. (d) Furnish, at the request of any written comments by Warrantholder or Warrantholders requesting registration of Requested Shares pursuant to this section 8 on the SEC or any request by date that such Requested Shares are delivered to the SEC or any other federal or state governmental authority underwriters for amendments or supplements the sale pursuant to such Registration Statement registration or, if such Requested Shares are not being sold through underwriters, on the date the registration statement with respect to such Requested Shares becomes effective: (1) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, addressed to the underwriters, if any, and to the Warrantholder or Warrantholders making such prospectus request, stating that such registration statement has become effective under the Securities Act and that (a) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof as has been issued and no proceedings for that purpose have been instituted or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered are pending or contemplated under the Securities Act; (b) the registration statement, the related prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the happening Securities Act and the applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements contained therein); (c) such counsel has no reason to believe that either the registration statement or the prospectus, or any event as a result of which the prospectus included in such Registration Statementamendment or supplement thereto, as then in effect, includes an contains any 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 misleading; (d) to the best knowledge of such counsel, the descriptions in the light registration statement and the prospectus, and any amendment or supplement thereto, of legal and governmental matters and all contracts and other legal documents or instruments are accurate and fairly present the circumstances then existing; information required to be shown; and (he) upon the occurrence such counsel does not know of any event contemplated by Section 6(g) abovelegal or governmental proceedings, promptly prepare pending or contemplated, required to be described in the registration statement or prospectus, or any amendment or supplement thereto, that are not described as required, nor of any contracts or documents or instruments of a supplement character required to be described in the registration statement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated amendment or deemed supplement thereto or to be incorporated therein by reference, or file any other required document so that, filed as thereafter delivered exhibits to the purchasers of registration statement that are not described and filed as required; and (2) a letter, dated such date, from the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties independent public accountants of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees addressed to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by Warrantholder or Warrantholders making such Registration Statement and to the underwritersrequest, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s stating that they are independent certified public accountants in customary form and covering such matters of within the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) meaning of the Securities Act and the rules and regulations promulgated thereunder; and (s) that, in the case opinion of an underwritten offeringsuch accountants, cause the senior executive officers financial statements and other financial data of the Corporation to participate included in the customary “road show” presentations that registration statement and the prospectus, and any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act. Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to the period ending not more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as the Warrantholder or Warrantholders of Requested Shares requesting such letter may reasonably request. (e) Effect any notification registration, qualification and listing on a securities exchange which shall be reasonably requested by necessary to permit the underwriters and otherwise to facilitatesale of such Requested Shares, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoif the Common Stock is then being traded on an exchange.

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, effective and keep such Registration Statement registration statement effective for (xi) the lesser of one hundred eighty (180) up to 120 days or until the Holder or Holders have completed the distribution relating thereto described in such registration statement is completed, if earlier or (yii) for in the case of any registration under Section 4, until all the Registrable Securities are sold; provided, however, that, the Corporation shall provide each participating Holder and its counsel reasonable opportunity to participate in the preparation of such longer period as may be prescribed herein;registration statement. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with registration statement for (i) up to 120 days or until the intended methods of disposition by sellers thereof set forth distribution described in such Registration Statement; registration statement is completed, if earlier, or (cii) permit any Holder that (in the good faith reasonable judgment case of any registration under Section 4, until all the Registrable Securities are sold and, in connection with any registration on Form S-3 pursuant to Section 4, timely file all reports required under the Exchange Act in order to maintain the right to continue to use such Holder) might be deemed Form and to be a controlling person of maintain such registration in effect; provided, however, that, the Corporation shall provide each Holder and its counsel reasonable opportunity to participate in good faith in the preparation of such Registration Statement amendments, supplements and prospectus. (c) Before filing any Free Writing Prospectus relating to cooperate in good faith to include therein materialan offer of Registrable Securities or any amendments or supplements thereto, furnished furnish to the Corporation in writingunderwriters, that in if any, and the reasonable judgment Holders, if any, copies of such Holder documents, which documents shall be subject to the review of such underwriters and its counsel should be included;any Holders and their respective counsel. (d) furnish Furnish to the Holders Holders, without charge, such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the 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;. (e) Use its reasonable 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 reasonably requested by the Holders; provided that the Corporation 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, unless the Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act. (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(s) 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 such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information;. (g) 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, of the 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; (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) Promptly make available for inspection by each Holder including Registrable Securities in such registrationthe Holder, any underwriter managing underwriter(s) participating in any distribution disposition pursuant to such registrationregistration statement, and any attorney, attorney or accountant or other agent retained by any such Holder underwriter or underwriterselected by the Holders, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holderseller, underwriter, attorney, accountant accountant, or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counselagent, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States case, as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that verify the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date accuracy of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities information in such registration statement and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold conduct customary due diligence in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoconnection therewith.

Obligations of the Corporation. Whenever required under this Agreement Section 2, 3, ------------------------------ or 11 to use its best efforts to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC Securities and Exchange Commission ("SEC") a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become and remain effective; provided, and keep however, that in connection with any proposed registration intended to permit an offering of any securities from time to time (i.e., a so- called "shelf registration"), the Corporation shall in no event be obligated to cause any such Registration Statement registration to remain effective for (x) the lesser of more than one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;days. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the 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;. (ed) in the event of any underwritten public offering, enter into and perform Use 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; (f) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) 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, of the 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; (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with qualify the Holders of Registrable Securities securities covered by such Registration Statement, registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably appropriate for the underwriters, if any, and their respective counsel, in connection with distribution of the securities covered by the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwritersstatement, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, provided that the Corporation shall not be required in connection therewith or as a condition thereto to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or file a general consent to service of process in any such states or jurisdictions, and further provided that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction where it is not in which the securities shall be qualified shall require that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by selling shareholders, then so subject;such expenses shall be payable by selling shareholders pro rata, to the extent required by such jurisdiction. (me) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained Provide a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not Common Stock no later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such the first registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Obligations of the Corporation. Whenever required ------------------------------ under this Agreement Section 4 or Section 6 to use its best efforts to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, and keep such Registration Statement remain effective for (x) the lesser period of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period contemplated thereby determined as may be prescribed hereinprovided hereafter; (b) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities covered by such Registration Statement in accordance registration statement, and furnish to the Holders of the Registrable Securities copies of any such amendments and supplements prior to their being used or filed with the intended methods of disposition by sellers thereof set forth in such Registration StatementSEC; (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the Holders such numbers of copies of the Registration Statement registration statement and the related Prospectus, prospectus included therein (including all exhibits each preliminary prospectus and any amendments or supplements thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, ) and such other documents and information as they may reasonably request and make available for inspection by the parties referred to in order Section 7(d) below such financial and other information and books and records of the Corporation, and cause the officers, directors, employees, counsel and independent certified public accountants of the Corporation to facilitate respond to such inquiries, as shall be reasonably necessary, in the disposition judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; (d) provide (i) the Holders of the Registrable Securities owned by themto be included in such registration statement, (ii) 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, (iii) the sales or placement agent, if any, therefor, (iv) counsel for such underwriters or agent, and (v) not more than one counsel for all the Holders of such Registrable Securities the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the SEC, and each amendment or supplement thereto; (e) use its best efforts to register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as shall be reasonably appropriate for the distribution of the Registrable Securities covered by the registration statement; provided, however, that the Corporation 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 event requirements of this paragraph (e) be obligated to do so; and provided further that the -------- ------- Corporation 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 underwritten public offeringescrow, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(slockup or similar agreement(s) of such offering. Each Holder participating for consent to sell Registrable Securities in such underwriting shall also enter into and perform its obligations under jurisdiction unless such an agreementHolder agrees to do so; (f) promptly notify each Holder the selling Holders of Registrable Securities covered by Securities, the sales or placement agent, if any, therefor and the managing underwriter or underwriters, if any, thereof and confirm such Registration Statement as soon as reasonably possible after notice thereof is received by advice in writing, (i) when such registration statement or the Corporation 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, (ii) of any written comments by the SEC or by any Blue Sky or securities commissioner or regulator of any state with respect thereto or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement registration statement or such prospectus or for additional information, (iii) 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, (iv) if at any time the representations and warranties of the Corporation contained in any underwriting agreement or other customary agreement cease to be true and correct in all material respects or (v) of the receipt by the Corporation 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; (g) use its 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; (h) promptly notify each Holder of for whom such Registrable Securities are covered by such Registration Statementregistration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statementregistration statement, as then 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 to make make, in light of the circumstances under which they were made, the statements therein not misleading in misleading, and at the light of the circumstances then existing; (h) upon the occurrence request of any event contemplated by Section 6(g) above, such Holder promptly prepare and furnish to such Holder a supplement or post-effective amendment to the Registration Statement or reasonable number of copies of a supplement to the related or an amendment of such prospectus or any document incorporated or deemed to as may be incorporated therein by reference, or file any other required document necessary so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereundersuch securities, such Registration Statement will 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 make, in light of the circumstances under which they were made, the statements therein not misleading; (i) notify each furnish, at the request of any Holder requesting registration of Registrable Securities covered pursuant to Section 4 or Section 6, if the method of distribution is by such Registration Statement as soon as reasonably practicable after notice thereof is received by means of an underwriting, on the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of date that the Registrable Securities are delivered to the underwriters for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorneyor if such Registrable Securities are not being sold through underwriters, accountant or other agent retained by on the date that the registration statement with respect to such Holder or underwriterRegistrable Securities becomes effective, all financial and other records(1) a signed opinion, pertinent corporate documents and properties dated such date, of the Corporationindependent legal counsel representing the Corporation for the purpose of such registration, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees addressed to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of if such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or are not being sold through underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders making such request, as to such matters as such underwriters or the Holders holding a majority of the Registrable Securities covered by included in such Registration Statement registration, as the case may be, may reasonably request and as would be customary in such a transaction; and (2) letters dated such date and the date the offering is priced from the independent certified public accountants of the Corporation, addressed to the underwriters, if any, an opinion or opinions from counsel for and if such Registrable Securities are not being sold through underwriters, then to the CorporationHolders making such request and, dated if such accountants refuse to deliver such letters to such Holders, then to the effective date Corporation (i) stating that they are independent certified public accountants within the meaning of the Registration Statement orSecurities Act and that, in the event opinion of an underwritten offeringsuch accountants, the financial statements and other financial data of the Corporation included in the registration statement or the 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 (ii) 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 closing under registration in respect of which such letter is being given as such underwriters or the underwriting agreement, Holders holding a majority of the Registrable Securities included in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwritersregistration, as the case may be, may reasonably request and their respective counselas would be customary in such a transaction; (nj) enter into customary agreements (including if the method of distribution is by means of an underwriting, an underwriting agreement in customary form, including, without limitation, customary indemnification provisions consistent with Section 12) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities to be so included in the case registration statement; (k) use its best efforts to obtain the consent or approval of an underwritten offeringeach governmental agency or authority, obtain for delivery whether federal, state or local, which may be required to effect registration or the Corporation and offering or sale in connection therewith or to enable the underwritersselling Holder or Holders to offer, or to consummate the disposition of, their Registrable Securities; (l) cooperate with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if which certificates shall be printed, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders and which shall not bear any restrictive legends; and, in the case of an underwritten offering, enable such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days business days prior to any sale of the Registrable Securities; (rm) use its reasonable best efforts to otherwise comply with all applicable securities laws rules and regulations of the SEC, and make available to its Holderssecurity holders, as soon as reasonably practicable, but not later than eighteen months after the effective date of the registration statement, an earnings statement satisfying covering the period of at least twelve 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 and Act; (n) use its best efforts to list the rules and regulations promulgated thereunderRegistrable Securities covered by such registration statement with any securities exchange or quotation system on which the Common Stock of the Corporation is then listed or quoted; and (so) in use its best efforts to make available the case of an underwritten offering, cause the senior executive officers of the Corporation to participate with the Holders of Registrable Securities and any underwriters in the customary “any "road show” presentations shows" or other selling efforts that may be reasonably requested by the underwriters Holders in connection with the methods of distribution for the Registrable Securities. For purposes of Sections 7(a) and otherwise 7(b), and with respect to facilitate(i) registration required pursuant to Section 4, cooperate with (A) the period of distribution of Registrable Securities in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it and participate (B) the period of distribution of Registrable Securities in each proposed offering any other registration shall be deemed to extend until the earlier of the sale of all Registrable Securities covered thereby and nine months after the effective date thereof and (ii) registrations required pursuant to Section 6, the period of distribution of Registrable Securities in any registration (firm commitment underwritten or otherwise) shall be deemed to extend until the earlier of the sale of all Registrable Securities covered thereby and two years after the effective date thereof. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Corporation of the happening of any event of the kind described in clause (h) of this Section 7, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated herein by clause (h) of this Section 7, and, if so directed by the Corporation, such Holder will deliver to the Corporation (at the Corporation's expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice; provided, however, that any period of time during which a Holder must -------- ------- discontinue disposition of Registrable Securities shall not be included in the determination of a period of distribution for purposes of Section 7(a) and customary selling efforts related thereto7(b).

Obligations of the Corporation. Whenever required under this Agreement ------------------------------ Section 1 to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare 1.5.1. Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, and and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement registration statement effective for a period of up to ninety (x) the lesser of one hundred eighty (18090) days or until the distribution contemplated in the Registration Statement has been completed; provided, however, that such 90-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or Holders have completed other securities) of the distribution relating thereto or (y) for such longer period as may be prescribed herein;Corporation. (b) prepare 1.5.2. Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. 1.5.3. Furnish (cat no cost) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectusprospectus and of each amendment and supplement thereto, in conformity with the 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;. (e) 1.5.4. Use all 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 reasonably requested by the Holders; provided that the Corporation 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. 1.5.5. 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) underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform performs its obligations under such an agreement;. (f) notify 1.5.6. Notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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;. (h) upon 1.5.7. Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the occurrence Corporation are then listed. 1.5.8. 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 effective date of such registration. 1.5.9. In the event of any event contemplated underwritten public offering, cooperate with the selling Holders, the underwriters participating in the offering and their counsel in any due diligence investigation reasonably requested by Section 6(g) abovethe selling Holders or the underwriters in connection therewith, promptly prepare a supplement or post-effective amendment and participate, to the Registration Statement extent reasonably requested by the managing underwriter for the offering or a supplement the selling Holder, in efforts to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of sell the Registrable Securities being sold thereunderunder the offering (including, such Registration Statement will not include an untrue statement without limitation, participating in "roadshow" meetings with prospective investors at reasonable times) that would be customary for underwritten primary offerings of a material fact or omit to state a material fact required to be stated therein or necessary to make comparable amount of equity securities by the statements therein not misleading;Corporation. (i) notify 1.5.10. Notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received registration statement: (i) when such registration statement or any post- effective amendment to the registration statement has been declared effective by the SEC, (ii) of any request by the SEC for amendments or supplements to such registration statement or prospectus or for additional information; and (iii) of the receipt by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification from any public board or body with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such that purpose;. (j) 1.5.11. Notify each Holder of Registrable Securities of the issuance of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and the Corporation shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement order, or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable;thereof. (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, 1.5.12. Take all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably actions necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be sold, if and the transfer thereof upon resale by the Holder of such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or accordance with the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities;applicable prospectus. (r) 1.5.13. Otherwise use its reasonable best and diligent efforts in performance of its obligations hereunder to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters SEC and otherwise to facilitate, cooperate with of state securities commissions and participate in each proposed offering contemplated herein and customary selling efforts related theretoany stock exchange or automated quotation system.

Obligations of the Corporation. Whenever required under this Agreement Section 2, Section 3 or Section 11 to use its best efforts to effect the registration of any Registrable SecuritiesShares, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities Shares and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, and and, upon the request of the Holders of a majority of the Registrable Shares registered thereunder, keep such Registration Statement registration statement effective for (x) the lesser a period of up to one hundred eighty (180) days or or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such 180-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or Holders have completed other securities) of the distribution relating thereto Corporation; and (ii) in the case of any registration of Registrable Shares on Form S-3 which are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such 180-day period shall be extended for up to ninety (y90) for days, if necessary, to keep the registration statement effective until all such longer period as may be prescribed herein;Registrable Shares are sold. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished Furnish to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the selling Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of such Registrable Securities Shares 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 reasonably appropriate for the distribution of the securities covered by the registration statement, provided that the Corporation 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, and further provided that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in which the securities shall be qualified shall require that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by selling stockholders, then such expenses shall be payable by selling stockholders pro rata, to the extent required by such jurisdiction. (e) in Provide a transfer agent for the event Common Stock no later than the effective date of the first registration 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;Registrable Shares. (f) notify each Holder Otherwise use its best efforts to comply with all applicable rules and regulations of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information;SEC. (g) notify each Holder of Use its best efforts either (i) to cause all such Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required Shares to be delivered listed on a national securities exchange (if such securities are not already so listed) and on each additional national securities exchange on which similar securities issued by the Corporation are then listed, if the listing of such securities is then permitted under the Securities Actrules of such exchange, or (ii) to secure designation of all such Registrable Shares as a Nasdaq “national market system security” within the meaning of Rule 11Aa2-1 of the happening of any event as a result of which SEC or, failing that, to secure listing on Nasdaq for such Registrable Shares and, without limiting 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 generality of the circumstances then existing;foregoing, to arrange for at least two (2) market makers to register as such with respect to Registrable Shares with the Financial Industry Regulatory Authority. (h) upon Enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions as the occurrence selling Holders of any event contemplated by Section 6(g) above, promptly prepare a supplement Registrable Shares shall reasonably request in order to expedite or post-effective amendment to facilitate the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers disposition of the such Registrable Securities being sold thereunder, such Registration Statement will 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;Shares. (i) notify each Make available for inspection by any selling Holder of Registrable Securities covered Shares, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement as soon as reasonably practicable after notice thereof is received registration statement and by the Corporation any attorney, accountant or other agent retained by any such selling Holder or any such underwriter, all pertinent financial and other records and pertinent corporate documents and properties of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposesCorporation, or any notification with respect to the suspension and cause all of the qualification of the Registrable Securities for offering Corporation’s officers, directors and employees to supply all information reasonably requested by any such selling Holder, underwriter, attorney, accountant or sale agent in any jurisdiction or the initiation or threatening of any proceeding for connection with such purpose;registration statement. (j) use its Use reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement such registration statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable;lifting thereof at the earliest reasonable time. (k) make available for inspection by each Holder including Registrable Securities in Make such registration, any underwriter participating in any distribution pursuant representations and warranties to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the selling Holders of Registrable Securities covered Shares and the underwriters as are customarily made by such Registration Statement, the underwriters, if any, issuers to selling stockholders and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an primary underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoofferings.

Obligations of the Corporation. Whenever required under this Agreement ------------------------------ Section 1 to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare 1.5.1. Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its all reasonable best efforts to cause such Registration Statement registration statement to become effective, and and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement registration statement effective for a period of up to ninety (x) the lesser of one hundred eighty (18090) days or until the distribution contemplated in the Registration Statement has been completed; provided, however, that such 90-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or Holders have completed other securities) of the distribution relating thereto or (y) for such longer period as may be prescribed herein;Corporation. (b) prepare 1.5.2. Prepare and file with the SEC such amendments including post-effective amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. 1.5.3. Furnish (cat no cost) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectusprospectus and each amendment and supplement thereto, in conformity with the 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;. (e) 1.5.4. Use its 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 reasonably requested by the Holders; provided that the Corporation 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. 1.5.5. 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) underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform performs its obligations under such an agreement;. (f) notify 1.5.6. Notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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;. (h) upon 1.5.7. Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the occurrence Corporation are then listed. 1.5.8. 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 effective date of such registration. 1.5.9. In the event of any event contemplated underwritten public offering, cooperate with the selling Holders, the underwriters participating in the offering and their counsel in any due diligence investigation reasonably requested by Section 6(g) abovethe selling Holders or the underwriters in connection therewith, promptly prepare a supplement or post-effective amendment and participate, to the Registration Statement extent reasonably requested by the managing underwriter for the offering or a supplement the selling Holder, in efforts to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of sell the Registrable Securities being sold thereunderunder the offering (including, such Registration Statement will not include an untrue statement without limitation, participating in "roadshow" meetings with prospective investors at reasonable times) that would be customary for underwritten primary offerings of a material fact or omit to state a material fact required to be stated therein or necessary to make comparable amount of equity securities by the statements therein not misleading;Corporation. (i) notify 1.5.10. Notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received registration statement: (i) when such registration statement or any post- effective amendment to the registration statement has been declared effective by the SEC, (ii) of any request by the SEC for amendments or supplements to such registration statement or prospectus or for additional information; and (iii) of the receipt by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification from any public board or body with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such that purpose;. (j) 1.5.11. Notify each Holder of Registrable Securities of the issuance of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and the Corporation shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement order, or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable;thereof. (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, 1.5.12. Take all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably actions necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be sold, if and the transfer thereof upon resale by the Holder of such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or accordance with the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities;applicable prospectus. (r) 1.5.13. Otherwise use its reasonable best and diligent efforts in its performance of its obligations hereunder to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters SEC and otherwise to facilitate, cooperate with of state securities commissions and participate in each proposed offering contemplated herein and customary selling efforts related theretonay stock exchange or automated quotation system.

Obligations of the Corporation. Whenever required under this Agreement Section 3.2 ------------------------------- ----------- or 3.3 to effect the registration of any Registrable Securities, the Corporation ------ shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts and take all steps necessary to cause such Registration Statement registration statement to become effective, and and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement registration statement effective for (x) the lesser of one hundred eighty (180) up to 90 days or until all of the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;securities registered thereunder are sold, whichever occurs sooner. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the 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) Furnish to the counsel of any Holder, a copy of the registration statement five (5) days prior to the filing of such registration statement. (e) Use its best efforts to register and qualify the securities covered by such registration statement for listing on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") or another similar exchange. (f) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or state securities laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Corporation 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. (g) 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) underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;. (fh) notify Notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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; (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Obligations of the Corporation. Whenever required under this Agreement ------------------------------ Section 1 to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare 1.5.1. Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its all reasonable best efforts to cause such Registration Statement registration statement to become effective, and and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement registration statement effective for a period of up to ninety (x) the lesser of one hundred eighty (18090) days or until the distribution contemplated in the Registration Statement has been completed; provided, however, that such 90-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or Holders have completed other securities) of the distribution relating thereto or (y) for such longer period as may be prescribed herein;Corporation. (b) prepare 1.5.2. Prepare and file with the SEC such amendments including post-effective amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. 1.5.3. Furnish (cat no cost) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectusprospectus and each amendment and supplement thereto, in conformity with the 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;. (e) 1.5.4. Use its 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 reasonably requested by the Holders; provided that the Corporation 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. 1.5.5. 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) underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform performs its obligations under such an agreement;. (f) notify 1.5.6. Notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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;. (h) upon 1.5.7. Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the occurrence Corporation are then listed. 1.5.8. 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 effective date of such registration. 1.5.9. In the event of any event contemplated underwritten public offering, cooperate with the selling Holders, the underwriters participating in the offering and their counsel in any due diligence investigation reasonably requested by Section 6(g) abovethe selling Holders or the underwriters in connection therewith, promptly prepare a supplement or post-effective amendment and participate, to the Registration Statement extent reasonably requested by the managing underwriter for the offering or a supplement the selling Holder, in efforts to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of sell the Registrable Securities being sold thereunderunder the offering (including, such Registration Statement will not include an untrue statement without limitation, participating in "roadshow" meetings with prospective investors at reasonable times) that would be customary for underwritten primary offerings of a material fact or omit to state a material fact required to be stated therein or necessary to make comparable amount of equity securities by the statements therein not misleading;Corporation. (i) notify 1.5.10. Notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received registration statement: (i) when such registration statement or any post-effective amendment to the registration statement has been declared effective by the SEC, (ii) of any request by the SEC for amendments or supplements to such registration statement or prospectus or for additional information; and (iii) of the receipt by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification from any public board or body with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such that purpose;. (j) 1.5.11. Notify each Holder of Registrable Securities of the issuance of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and the Corporation shall use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement order, or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable;thereof. (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, 1.5.12. Take all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably actions necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be sold, if and the transfer thereof upon resale by the Holder of such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or accordance with the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities;applicable prospectus. (r) 1.5.13. Otherwise use its reasonable best and diligent efforts in its performance of its obligations hereunder to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters SEC and otherwise to facilitate, cooperate with of state securities commissions and participate in each proposed offering contemplated herein and customary selling efforts related theretonay stock exchange or automated quotation system.

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable Registerable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Registerable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, and and, upon the request of the Holders of a majority of the Registerable Securities registered thereunder, keep such Registration Statement registration statement effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;up to 180 days. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Registerable 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 reasonably requested by the Holders, provided that the Corporation 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. (e) in 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) underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;. (f) notify Notify each Holder of Registrable Registerable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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;. (hg) upon Furnish, at the occurrence request of any event contemplated by Section 6(g) aboveHolder requesting registration of Registerable Securities pursuant to this Agreement, promptly prepare a supplement or post-effective amendment to on the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter date that such Registerable Securities are delivered to the purchasers of the Registrable Securities underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold thereunderthrough underwriters, or, if such Registration Statement will securities are not include an untrue being sold through underwriters, on the date that the registration statement of a material fact or omit with respect to state a material fact required to be stated therein or necessary to make the statements therein not misleading; such securities becomes effective: (i) notify each Holder an opinion, dated such date, of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the counsel representing the Corporation for the purposes of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant form and substance as is customarily given to such registrationunderwriters in an underwritten public offering, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees addressed to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders requesting registration of Registrable Securities covered Registerable Securities, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by such Registration Statement and independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders Holder requesting registration of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Registerable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Obligations of the Corporation. Whenever required under this Agreement (1) Subject to Section 2.02, whenever the Corporation receives a request for a Demand Qualification or a Piggyback Qualification, the Corporation shall use its best commercial efforts to effect the registration of any Registrable Securities, such qualification for distribution and pursuant thereto the Corporation shall, as expeditiously as reasonably possible, and to the extent necessary by virtue of the Securities Laws of the jurisdictions in which such qualification for distribution is to be effected: (a) promptly prepare and file a preliminary prospectus and/or a registration statement, as the case may be, in the relevant jurisdictions and such other related documents as may be necessary or appropriate relating to the proposed qualification for distribution; (b) as soon as possible after any comments of the relevant securities regulatory authorities have been satisfied with respect to such preliminary prospectus or registration statement, prepare and file under applicable Securities Laws a (final) prospectus and/or registration statement and obtain receipts therefor and use its best commercial efforts to cause any registration statement to become effective as soon as possible and remain effective and shall take all other steps and proceedings that may be necessary in order to qualify for distribution under, and in accordance with, such Securities Laws the Common Shares held by Gold Fields covered by such prospectus or registration statement (the “Offered Shares”); (c) 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 (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein; (b) prepare and file with the SEC relevant regulatory authorities such amendments and supplements to such Registration Statement and the preliminary prospectus, prospectus used in connection with such Registration Statement or registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the all applicable Securities Act Laws with respect to the disposition distribution of the Offered Shares until all securities covered by such Registration Statement of the Offered Shares have been distributed in accordance with the intended methods method of disposition by sellers thereof set forth in such Registration Statement; (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be includeddisposition; (d) before filing any document referred to in Sections 4.01(1)(a), (b), (c) or (g), give Gold Fields and its legal counsel the opportunity to review and comment on such document (all of which documents shall be reasonably satisfactory to Gold Fields and its legal counsel before they are filed); (e) furnish to the Holders Gold Fields such numbers number of copies of the Registration Statement and the related Prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, (final) prospectus and/or registration statement and any amendment and supplement thereto and such other relevant documents as they Gold Fields may reasonably request in order to facilitate the disposition of Registrable Securities owned by them; (e) 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 agreementOffered Shares; (f) notify each Holder furnish to Gold Fields: (i) an opinion or opinions of Registrable Securities covered by counsel for the Corporation in a form that is customary at such Registration Statement as soon as reasonably possible after notice thereof is received time for distributions of securities similar to the distribution of the Offered Shares addressed to Gold Fields and the underwriters, if any; and (ii) a “comfort” letter addressed to Gold Fields and the underwriters, if any, signed by the auditors of the Corporation in a form that is customary at such time and providing comfort in relation to financial information contained in the prospectus; dated both the effective date of any written comments by the SEC or any request by (final) prospectus and the SEC or any other federal or state governmental authority closing date for amendments or supplements to such Registration Statement or such prospectus or for additional informationthe distribution of the Offered Shares; (g) (i) immediately notify each Holder Gold Fields 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, of circumstance or the happening of any event as a result of which the any preliminary prospectus, (final) prospectus included in such Registration Statement, or registration statement as then filed or in effect, includes effect would include an untrue statement of a material fact or omits to state a material would omit any fact that is required to be stated therein or that is necessary to make the statements any statement therein not misleading in misleading, (ii) at the light request of the circumstances then existing; (h) upon the occurrence of any event contemplated by Section 6(g) aboveGold Fields, promptly prepare a supplement or post-effective amendment to the Registration Statement or and file a supplement to or an amendment of the related preliminary prospectus, (final) prospectus or any registration statement as may be necessary so that such document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will shall not include an untrue statement of a material fact or omit to state a material any fact that is required to be stated therein or that is necessary to make the statements any statement therein not misleadingmisleading and (iii) furnish Gold Fields such number of copies of the amendment or supplement and such other relevant documents as Gold Fields may reasonably request; (ih) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by qualify for distribution the Corporation of Offered Shares under the issuance by the SEC of any stop order suspending the effectiveness securities laws and “blue sky” laws of such Registration Statement jurisdictions as Gold Fields or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any all such other acts and all other things as may be reasonably necessary or advisable to keep enable the Offered Shares to be distributed in such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicablejurisdictions; provided, provided that the Corporation shall not be required to: (i) become subject to continuous disclosure or similar requirements under the securities laws of any jurisdiction where, but for this Section 4.01(1)(h), it would not be subject to such requirements, (ii) qualify generally to do business as a foreign or extra-provincial corporation in any jurisdiction where where, but for this Section 4.01(1)(h), it is would not then be required to so qualified or take qualify, or (iii) subject itself to any action which would subject it to taxation or service of process in any jurisdiction where, but for this Section 4.01(1)(h), it would not be subject to such jurisdiction where it is not taxation; (i) otherwise comply with all applicable Securities Laws during the course of the distribution and, if the qualification for distribution involves a registration statement in the United States, make generally available to securityholders, as soon as practicable, an earnings statement of the Corporation which satisfies the provisions of section 11(a) of the United States Securities Act of 1933, as amended; (j) list the Offered Shares on all stock exchanges or markets on which the Common Shares are then so subjectlisted or quoted; (k) enter into such customary agreements, including underwriting agreements, containing such representations and warranties by the Corporation and such other terms and provisions as are customary therein including, without limitation, rights of indemnity and contribution in favour of the underwriters; (l) in the event of the issuance of any order or ruling suspending the effectiveness of a prospectus receipt or registration statement, suspending or preventing the use of any prospectus or suspending the qualification for distribution of any of the Offered Shares in any jurisdiction, use its best commercial efforts promptly to obtain the withdrawal of such order or ruling; (m) obtain for delivery to the Holders of Registrable Securities covered by execute and deliver all such Registration Statement further documents and to the underwritersinstruments and do all such acts and things, if any, an opinion or including obtaining such other certificates and opinions from counsel for the Corporation, dated the effective date of the Registration Statement oras, in the event reasonable opinion of an underwritten offeringGold Fields, is customary in a distribution of securities similar to the date distribution of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel;Offered Shares; and (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) otherwise use its reasonable best commercial efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) distribution of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers Offered Shares including causing management of the Corporation to participate in the customary “any road show” presentations that may be reasonably requested shows, sales meetings or other activities arranged by the underwriters provided such road shows, sales meetings or other activities comply with applicable Securities Laws. (2) If any Demand Qualification or Piggyback Qualification in which Offered Shares are qualified for distribution involves an underwritten offering, the Corporation shall not effect any sale of Common Shares other than as part of such underwritten offering during a period of 180 days, or such lesser period as Gold Fields and otherwise the managing underwriters may agree, after the date of the (final) receipt for the prospectus or the effective date of the registration statement for such offering other than pursuant to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretobenefit plans or outstanding commitments or to satisfy legal requirements.

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable SecuritiesSecurities under Sections 1.2, 1.3 or 1.4 this Agreement, the Corporation shall, subject to the provisions of Section 1.5(g) below, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, and and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement registration statement effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;up to 90 days. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders such numbers number of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them;them that are included in such registration. (d) Use 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 reasonably requested by the Holders, provided that the Corporation 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 (other than pursuant to a standard Form U-2 or any successor form) in any such states or jurisdictions. (e) in 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 hereby agrees to also enter into and perform its obligations under such an agreement;. (f) notify Notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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;. (hg) upon Notwithstanding any other provision of this Agreement, from and after the occurrence of any event contemplated by time a registration statement filed under this Section 6(g) above1 covering Registrable Securities is declared effective, promptly prepare a supplement or post-effective amendment the Corporation shall have the right to suspend the Registration Statement or a supplement to registration statement and the related prospectus or in order to prevent premature disclosure of any document incorporated or deemed material non-public information related to be incorporated therein corporate developments by reference, or file any other required document so that, as thereafter delivered delivering notice of such suspension to the purchasers of the Registrable Securities being sold thereunderHolders, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposesprovided, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; providedhowever, that the Corporation shall not be required may exercise the right to qualify generally to do business such suspension only once in any jurisdiction where it is 12-month period and for a period not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement exceed 90 days. From and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, after the date of a notice of suspension under this Section 1.5(g), each Holder agrees not to use the closing under registration statement or the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as related prospectus for resale of any Registrable Security until the case may be, and their respective counsel; earlier of (n1) in the case of an underwritten offering, obtain for delivery to notice from the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in that such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter suspension has been lifted or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) 90th day following the giving of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case notice of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretosuspension.

Obligations of the Corporation. Whenever required under this Agreement Section 2, 3, or 11 to use its best efforts to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become effectiveand remain effective until the distribution thereof has been completed; provided, and keep however, that in connection with any proposed registration intended to permit an offering of any securities from time to time (i.e., a so-called “shelf registration”), the Corporation shall in no event be obligated to cause any such Registration Statement registration to remain effective for (x) the lesser of more than one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;days. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders and the underwriters such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of such 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 reasonably appropriate for the distribution of the securities covered by the registration statement, provided that the Corporation 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 where it is not qualified to do business, and further provided that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in which the securities shall be qualified shall require that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by selling shareholders, then such expenses shall be payable by selling shareholders pro rata, to the extent required by such jurisdiction. (e) in Provide a transfer agent for the event Common Stock no later than the effective date of the first registration 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;Registrable Securities. (f) notify each Holder Otherwise use its best efforts to comply with all applicable rules and regulations of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information;SEC. (g) Use its best efforts either (i) to cause all such Registrable Securities to be listed on a national securities exchange (if such securities are not already so listed) and on each additional national securities exchange on which similar securities issued by the Corporation are then listed, if the listing of such securities is then permitted under the rules of such exchange and, without limiting the generality of the foregoing, to arrange for at least two (2) market makers to register as such with respect to Registrable Securities with the Financial Industry Regulatory Authority. (h) Enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions as the selling Holders of Registrable Securities shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities. (i) Make available for inspection by any selling Holder of Registrable Securities, 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 any such selling Holder or any such underwriter, all pertinent financial and other records and pertinent corporate documents and properties of the Corporation, and cause all of the Corporation’s officers, directors and employees to supply all information reasonably requested by any such selling Holder, underwriter, attorney, accountant or agent in connection with such registration statement. (j) Use every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of such registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the lifting thereof at the earliest reasonable time and advise each selling Holder, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose. (k) Make such representations and warranties to the selling Holders of Registrable Securities and the underwriters as are customarily made by issuers to selling stockholders and underwriters, as the case may be, in primary underwritten public offerings. (l) Immediately notify each Holder of Registrable Securities covered by and each underwriter under such Registration Statementregistration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Corporation has knowledge as a result of which the prospectus included contained in such Registration Statementregistration 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;. (hm) upon If the occurrence offering is underwritten and at the request of any event contemplated by Section 6(g) aboveHolder, promptly prepare a supplement or post-effective amendment use its best efforts to furnish on the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter date that Registrable Securities are delivered to the purchasers of the Registrable Securities being sold thereunder, underwriters for sale pursuant to such Registration Statement will 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; registration: (i) notify each Holder an opinion dated such date of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by counsel representing the Corporation of for the issuance by the SEC of any stop order suspending the effectiveness purposes of such Registration Statement or any order by registration, addressed to the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for underwriters and to such purposesseller, or any notification covering such matters with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwritersprospectus and each amendment or supplement thereto, if anyproceedings under state and federal securities laws, other matters relating to the Company, the securities being registered and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under of such securities as are customarily the “Blue Sky” or securities laws subject of each state and other jurisdiction opinions of issuer’s counsel provided to the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request underwriters in writingunderwritten public offerings, and do any and all other things reasonably necessary or advisable to keep (ii) a letter dated such registration or qualification in effect for such period as required date from the independent public accountants retained by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated addressed to the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope underwriters and substance, which opinions shall be reasonably satisfactory to such holders or underwritersseller, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s stating that they are independent certified public accountants in customary form and covering such matters of within the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) meaning of the Securities Act and the rules and regulations promulgated thereunder; and (s) that, in the case opinion of an underwritten offeringsuch accountants, cause the senior executive officers financial statements of the Corporation included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request. (n) Permit any Holder of Registrable Securities, which Holder, based on the written advice of counsel reasonably satisfactory to the Company and its counsel, might be deemed to be a controlling person of the Corporation, to participate in good faith in the customary “road show” presentations that may preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Corporation in writing, which in the reasonable judgment of such holder and its counsel should be reasonably requested included, subject to review by the underwriters Corporation and otherwise to facilitate, cooperate its counsel after consultation with and participate in each proposed offering contemplated herein and customary selling efforts related theretosuch Holder.

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possiblepracticable: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become effectiveeffective and, and upon the request of the Stockholders holding a majority of the Registrable Securities registered thereunder, keep such Registration Statement registration statement effective for until the earlier of (xi) the lesser of one hundred eighty (180) days from the date that the registration statement is declared effective or until the Holder or Holders have completed (ii) completion of the distribution relating thereto contemplated in the registration statement; provided, however, that: (A) such 180-day period shall be extended for a period of time equal to the period the Stockholder refrains from selling any securities included in such registration at the request of an underwriter of Class A Common Stock (or other securities) of the Corporation or necessitated by the occurrence of an event described in paragraph (f) hereof; and (B) in the case of any registration on Form S-3 of Registrable Securities that are intended to be offered on a continuous or delayed basis, such 180-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; provided that Rule 415, or any successor rule to Rule 415, 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 [y] includes any prospectus required by Section 10(a)(3) of the Securities Act or [z] 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 [y] and [z] above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement. In the event that a registration statement is filed and declared effective pursuant to exercise of demand registration rights under Section 6.1 hereof but does not remain effective for the minimum period of time contemplated by this Section 6.5(a), such longer period registration shall not count as may be prescribed herein;one of the [two (2)] demand registrations to which the Stockholders are entitled pursuant to Section 6.1(c)(i) hereof. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with registration statement for the intended methods of disposition by sellers thereof period set forth in such Registration Statement;paragraph (a) above. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished Furnish to the Corporation in writing, that in the reasonable judgment of Stockholders such Holder and its counsel should be included; (d) furnish to the Holders such numbers number of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the 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) 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 reasonably shall be requested by the Stockholders; provided that the Corporation 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. (e) in 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 Stockholder participating in such underwriting shall also enter into and perform its obligations under such an agreement;. (f) notify Notify on a timely basis each Holder of Stockholder holding Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening occurrence of any event as a result of which the prospectus included in such Registration Statementregistration 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; (h) upon existing and, at the occurrence request of any event contemplated by Section 6(g) abovesuch Stockholder, promptly prepare and furnish to such Stockholder a supplement or post-effective amendment to the Registration Statement or reasonable number of copies of a supplement to the related or an amendment of such prospectus or any document incorporated or deemed to as may be incorporated therein by reference, or file any other required document necessary so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereundersuch Stockholder, such Registration Statement will 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 the statements therein not misleading;misleading in light of the circumstances then existing. (g) Cause all Registrable Securities registered pursuant hereto to be listed on each securities exchange or automated quotation system on which similar securities issued by the Corporation are then listed. (h) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration. (i) notify Use its best efforts to furnish to the Stockholders, at least five (5) business days before filing a registration statement that registers such Registrable Securities, a draft registration statement and copies of all such documents proposed to be filed therewith. (j) Notify each Holder Stockholder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received registration statement promptly upon (i) the receipt by the Corporation of any notification with respect to the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement registration statement or prospectus or any order by the SEC amendment or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus supplement thereto or the initiation or threatening threat of any proceedings proceeding for such purposes, that purpose or (ii) the receipt by the Corporation of any notification with respect to the suspension of the qualification of the Registrable Securities securities covered by such registration statement, for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable;purposes. (k) make Make available for inspection by each Holder including Registrable Securities any Stockholder participating in such registration, any underwriter participating in any distribution disposition pursuant to such registration, and any attorney, attorney or accountant or other agent retained by any such Holder Stockholder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers officers and employees directors to supply all information reasonably requested by any such HolderStockholder, underwriter, attorney, attorney or accountant or agent in connection with such Registration Statement;registration statement; provided, however, that such Stockholder, underwriter, attorney or accountant shall agree to hold in confidence and trust all information so provided. (l) use its reasonable best efforts Furnish to register each Stockholder participating in such registration: (i) in the case of an underwritten public offering, a copy of any opinion of counsel for the Corporation provided to the underwriters participating in such offering; (ii) in the case of an underwritten public offering, a copy of any “comfort” letters provided to the underwriters participating in such offering and signed by the Corporation’s independent public accountants who have examined and reported on the Corporation’s financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants or qualifyother relevant authorities; (iii) an opinion of the counsel for the Corporation for the purposes of such registration, in such form and cooperate substance as is required by the applicable form of the SEC used with the Holders of Registrable Securities covered by respect to such Registration Statementregistration, addressed to the underwriters, if any, and their respective counselto the Stockholders requesting such registration of Registrable Securities; and (iv) a copy of each document filed with, and all correspondence from or to, the SEC in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, offering other than non-substantive cover letters and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject;like. (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) Otherwise use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all rules and regulations of the SEC applicable securities laws to or affecting such registration and sale and make available to its Holderssecurity holders, as soon as reasonably practicable, an earnings statement satisfying statements (which need not be audited) covering a period of twelve (12) months beginning within three (3) months after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoAct.

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable Securities, the The Corporation hereby covenants and agrees that it shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, and and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement registration statement effective for up to twelve (x12) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed hereinmonths; (b) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the U.S. Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statementregistration statement; (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the Holders such numbers number of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the U.S. Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by themthem that are included in such registration; (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 reasonably requested by the Holders, provided that the Corporation 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; (e) 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 offering (it being understood and agreed that, as a condition to the Corporation’s obligations under this clause (e), each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;); and (f) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the U.S. Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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; (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Obligations of the Corporation. Whenever required under this Agreement Section 5 to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement registration statement to become effective, and and, upon the request of a Holder, keep such Registration Statement registration statement effective for the earlier of ninety (x) the lesser of one hundred eighty (18090) days or until the Holder or Holders have completed distribution described in the distribution relating thereto or (y) for such longer period as may be prescribed herein;Registration Statement has been completed. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed Furnish to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they it may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;it. (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 reasonably requested by a Holder, provided that the Corporation 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. (e) in 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) underwriter of such offering. Each Holder Any Holder, if participating in such underwriting underwriting, shall also enter into and perform its obligations under such an agreement;. (f) notify each Holder of Registrable Securities Notify Holders if covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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; (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare The Corporation shall furnish promptly to the Agent and file to counsel for the Agent a signed copy of the Registration Statement as originally filed and a copy of each amendment thereto (in each case together with all exhibits filed therewith) filed prior to or on the date of this Agreement or related to or covering the Securities, and a copy of the Prospectus filed 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 (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;Commission. (b) prepare and file with The Corporation shall deliver promptly to the SEC Agent, without charge, such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to keep such Registration Statement effective and to comply with the provisions number of the Securities Act with respect to following documents as the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement; Agent may reasonably request: (ci) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the Holders such numbers of conformed copies of the Registration Statement (excluding exhibits other than the Indenture, the Warrant Agreement and this Agreement); (ii) the related Prospectus, including all exhibits thereto ; and (iii) any documents incorporated by reference therein and a preliminary prospectus, in conformity the Prospectus; provided that the Corporation shall be deemed to have complied with the requirements of clause (iii) of this paragraph with respect to any document filed electronically with the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;Commission. (ec) in Prior to the event termination or temporary suspension of any underwritten public offeringthe offering of the Securities, 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; (f) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation will not file any amendment of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or supplement (including the Prospectus) to the Basic Prospectus (other than periodic or current reports filed under the Exchange Act or an amendment or supplement providing solely for, if Debt Securities are being issued, a change in the interest rates on the Securities or a change in the range of maturities of the Securities, or, if Warrants are being issued, a change in the exercise dates or prices or the principal amount of the debt securities issuable upon exercise thereof, or a change in the principal amount or number, as the case may be, of Securities remaining to be sold or other changes in the judgment of the Corporation and its counsel not material to the offer or sale of the Securities) unless the Corporation has furnished to the Agent a copy for its review prior to filing and will not file any such prospectus proposed amendment or for additional information;supplement to which the Agent shall reasonably object; provided that without the consent of the Agent but after consultation with the Agent, including the furnishing of drafts thereof, the Corporation may file any such proposed amendment or supplement which in the opinion of its counsel it is required by law to file. Subject to the foregoing sentence, the Corporation shall cause the Prospectus to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations. (gd) notify each Holder of Registrable Securities covered by such Registration Statement, at The Corporation shall advise the Agent promptly: (i) when the Prospectus shall have been first filed with the Commission pursuant to Rule 424(b); (ii) when any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the 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; (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement related to or a covering the Securities becomes effective; (iii) of any request by the Commission for an amendment or supplement (insofar as the amendment or supplement relates to or covers the Securities) to the related prospectus or Registration Statement, to the Prospectus, to any document incorporated by reference in any of the foregoing or deemed to be incorporated therein by reference, or file for any other required document so that, as thereafter delivered additional information related to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will not include an untrue statement of a material fact (insofar as such information relates to or omit to state a material fact required to be stated therein or necessary to make covers the statements therein not misleading; Securities); (iiv) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC Commission of any stop order suspending the effectiveness of such the Registration Statement or any order by directed to the SEC Prospectus or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus document incorporated therein by reference or the initiation or threatening of any proceedings for such purposes, stop order proceeding or of any challenge to the accuracy or adequacy of any document incorporated by reference in the Prospectus; and (v) of receipt by the Corporation of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose; and upon the filing of any supplement to the Prospectus not reviewed in advance by the Agent pursuant to Section 5(c). If at any time when a Prospectus related to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act, the Rules and Regulations, the Exchange Act or the rules and regulations of the Commission thereunder, the Corporation shall promptly prepare and file with the Commission, subject to Section 5(c), an amendment or supplement that will correct such purpose;statement or omission or an amendment or supplement which will effect such compliance. (je) use its reasonable best efforts to prevent If the issuance of any Commission shall issue a stop order suspending the effectiveness of any the Registration Statement or of any order preventing or suspending Statement, the use of any preliminary or final prospectus and, if any such order is issued, Corporation shall make every reasonable effort to obtain the withdrawal lifting of any such that order as at the earliest possible time. (f) As soon as practicable;, or in accordance with Rule 158 of the Rules and Regulations, the Corporation shall make generally available to its security holders and to the Agent an earnings statement (which need not be audited) of the Corporation and its consolidated subsidiaries, that will satisfy the provisions of Section 11(a) of the Act and Rule 158 thereunder. (kg) The Corporation shall make available every reasonable effort to arrange for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties the qualification of the Corporation, Securities for sale under the laws of such jurisdictions (other than jurisdictions outside the United States) as such parties the Agent may reasonably request, designate and cause the Corporation’s officers, managers Corporation shall pay all expenses (including reasonable fees and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent disbursements of counsel) in connection with such Registration Statement; (l) use its reasonable best efforts qualifications, to register or qualify, maintain such qualifications in effect so long as required for the distribution of the Securities and cooperate with to arrange for the Holders determination of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with legality of the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required purchase by Section 2(b) and Section 2(c), as applicableinstitutional investors; provided, however, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified at the date of this Agreement or to take any action which that would subject it to taxation general or unlimited service of process or to the imposition of any taxes based on, or measured by, all or any part of the income of the Corporation, in any such jurisdiction where it is not then at such date so subject;. (mh) obtain Each acceptance by the Corporation of an order for the purchase of Securities shall be deemed to be an affirmation that the representations and warranties of the Corporation contained in this Agreement are true and correct at the time of such acceptance, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the Holders purchaser or his agent of Registrable the Securities covered by related to such Registration Statement acceptance, as though made at such time (except that such representations and warranties shall be deemed to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of relate to the Registration Statement as then in effect and the Prospectus then in use). (i) Each time the Prospectus shall be amended or supplemented (other than by: (i) an amendment or supplement providing solely for, if Debt Securities are being issued, a change in the interest rates on the Securities or a change in the range of maturities of the Securities, or, if Warrants are being issued, a change in the event of an underwritten offering, exercise dates or prices or the date principal amount of the closing debt securities issuable upon exercise thereof; (ii) an amendment or supplement as a result solely of the incorporation by reference of any document that the Corporation has filed under the underwriting agreement, Exchange Act; or (iii) a change in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders the principal amount or underwritersnumber, as the case may be, and their respective counsel; (n) of Securities remaining to be sold or other changes not material in the case judgment of an underwritten offeringthe Corporation and its counsel to the offer or sale of the Securities), obtain for delivery the Corporation shall furnish or cause to be furnished forthwith to the Agent: (x) a certificate in form satisfactory to the Agent in its reasonable judgment to the effect that the statements contained in the certificate referred to in Section 6(i) hereof that was last furnished to the Agent are true and correct at the time of such amendment or supplement as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement as then in effect and the Prospectus then in use) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 6(i) but modified to relate to the Registration Statement as then in effect and the Prospectus then in use; and (y) the written opinion of counsel to the Corporation and of the underwriters, with copies same tenor as the opinion referred to in Section 6(c) but modified to relate to the Holders Prospectus then in use or, in lieu of Registrable Securities included such opinion, such counsel shall furnish the Agent with a letter to the effect that the Agent may rely on such last furnished opinion to the same extent as though such opinion were dated the date of such letter authorizing reliance (except that statements in such Registrationlast opinion shall be deemed to relate to the Prospectus as in use at the time of delivery of such letter authorizing reliance). (j) Each time the Prospectus shall be amended or supplemented to set forth amended or supplemental financial information, a “comfort letter” from the Corporation’s independent Corporation shall cause Deloitte & Touche LLP, or another internationally recognized firm of chartered accountants or certified public accountants in customary form and covering such matters of accountants, forthwith to furnish to the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably requestAgent a letter, dated the date of execution filing of such amendment or supplement with the Commission, in form reasonably satisfactory to the Agent, of the underwriting agreement and brought down same tenor as the letter referred to in Section 6(g) but modified to relate to the closing under Prospectus then in use; provided, however, that if the underwriting agreement;Prospectus is amended or supplemented solely as a result of the incorporation by reference of financial information as of and for a fiscal quarter, Deloitte & Touche LLP, or such other internationally recognized firm of chartered accountants or certified public accountants, may limit the scope of such letter to the unaudited financial statements, the related "Management's Discussion and Analysis of Financial Condition and Results of Operations" and any other information of an accounting, financial or statistical nature included in such amendment or supplement, as may be agreed between the Agent and the Corporation. (ok) use its The Corporation shall reimburse the Agent for reasonable best efforts out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by the Agent in connection with this Agreement and the sale of Securities hereunder, but only if and to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed;extent so provided in Schedule I. (pl) provide and cause If specified in any Terms Agreement with respect to be maintained a transfer agent and registrar for all Registrable the purchase of Securities covered by the applicable Registration Statement from and after a date not later than Agent as principal at the effective date request of the Corporation, the Corporation shall not, except as set forth in such Terms Agreement or as consented to by the Agent, issue or announce the proposed issuance of any of its debt securities or warrants to purchase debt securities, as the case may be, including the Securities, with terms substantially similar to the Securities being purchased pursuant to such Terms Agreement prior to the delivery of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) 6.1 prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, and keep such Registration Statement registration statement effective for (x) the lesser of one hundred eighty (180) up to 90 days or or, if earlier, until the Holder or Holders have completed the distribution relating thereto related thereto; provided, however, that: (a) such 90 day period shall be extended for a period of time equal to the period the Holder agrees to refrain from selling any securities included in such registration at the request of the Corporation or (y) for such longer period as may be prescribed herein;an underwriter of Common Stock of the Corporation; and (b) in the case of any registration of Registrable Securities on Form S-3 or Form F-3, as applicable, which are intended to be offered on a continuous or delayed basis, such 90 day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided 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 (I) includes any prospectus required by Section 10(a)(3) of the Securities Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference in the registration statement of information required to be included in (I) and (II) above from periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act; 6.2 prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with registration statement for the intended methods of disposition by sellers thereof period set forth in such Registration Statementparagraph (a) above; (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) 6.3 furnish to the Holders such numbers number of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, and any amendments or supplements thereto in conformity with the 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; (e) 6.4 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 reasonably requested by the Holders; provided that the Corporation 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; 6.5 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; (f) 6.6 notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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; (h) upon the occurrence of . The Corporation will as expeditiously as reasonably possible amend or supplement such prospectus in order to cause such prospectus not to include any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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 misleadingmisleading in the light of the circumstances then existing; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, 6.7 cause all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of registered pursuant hereunder to be listed on each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated nationally recognized quotation system on which similar securities issued by the Shares Corporation are then listed; (p) 6.8 provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from registered pursuant hereunder and after a date CUSIP number for all such Registrable Securities, in each case not later than the effective date of such Registration Statement;registration; and (q) cooperate with 6.9 furnish at the request of the Holders including requesting registration of Registrable Securities pursuant to this Section 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, 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 such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the managing underwriters, if any, and to facilitate the timely preparation and delivery Holders requesting registration of certificates representing Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to be soldunderwriters in an underwritten public offering, addressed to the underwriters, if such Registrable Securities are any, and to be sold in certificated form, such certificates to be in such denominations and registered in such names as such the Holders or the managing underwriters may request at least two (2) Business Days prior to any sale requesting registration of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Obligations of the Corporation. Whenever If and whenever the Corporation is required under by the provisions of this Agreement to use its best efforts to effect the registration of shares (as used in this Section 4, the "Shares") of Registrable Stock held by any Registrable SecuritiesPerson (each, a "Prospective Seller") under the Securities Act, the Corporation shall, as expeditiously as reasonably possible: (ai) prepare and file with the SEC Commission a Registration Statement with respect to such Registrable Securities the Shares and use its reasonable best efforts to cause such the Registration Statement to become effective, and keep such Registration Statement remain effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed hereinprovided in this Agreement; (bii) prepare and file with the SEC such Commission any amendments and supplements to such the Registration Statement and the prospectus prospectuses used in connection with such the Registration Statement as may be necessary to keep such the Registration Statement effective and current, in the case of a firm commitment underwritten public offering, until each underwriter has completed the distribution of all securities purchased by it and, in the case of any other offering, until the earlier of the sale of all Shares covered thereby or 90 days after the effective date of the Registration Statement, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities Shares covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement; (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (diii) furnish to each Prospective Seller the Holders such numbers number of copies of the Registration Statement and the related Prospectuseach prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectusprospectuses, in conformity with the requirements of the Securities Act, and such all other documents documents, as they the Prospective Seller may reasonably request in order to facilitate the public sale or other disposition of Registrable Securities the Shares owned by themthe Prospective Seller; (eiv) use its best efforts to register or qualify the Shares covered by the Registration Statement under the other securities or blue sky or other applicable laws of the jurisdictions as each Prospective Seller shall reasonably request, to enable each Prospective Seller to consummate the sale or other disposition of the Shares owned by the Prospective Seller; (v) furnish to each Prospective Seller a signed counterpart, addressed to the Prospective Seller and his or its underwriters, if any, of: (A) an opinion of counsel for the Corporation, dated the effective date of the Registration Statement and, if requested, the date of each closing of sales pursuant to the registration, with respect to the effective registration of such Shares; and (B) if and to the extent then available under FASB and related pronouncements, a "comfort" letter signed by the independent public accountants who have certified the Corporation's financial statements included in the Registration Statement, similarly dated; covering substantially the same matters with respect to the Registration Statement (and the prospectuses included in the Registration Statement) and (in the case of the accountants' letter) with respect to the events subsequent to the date of the financial statements, as are customarily covered (at the time of the registration) in the event opinions of any issuers' counsel and in accountants' letters delivered to the underwriters in connection with underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) offerings of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreementsecurities; (fvi) cause all Shares to be listed on each securities exchange on which similar securities issued by the Corporation are then listed; (vii) provide a transfer agent and registrar for all Shares not later than the effective date of the Registration Statement; (viii) enter into all customary agreements (including an underwriting agreement in customary form) and take all customary actions as the Member Representative may reasonably request in order to expedite or facilitate the disposition of the Shares; (ix) use its best efforts to cause the Corporation's officers, directors and employees to supply all information reasonably requested in connection with the registration by any Prospective Seller, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by any Prospective Seller or underwriter, including, without limitation, all financial and other records, pertinent corporate documents and properties of the Corporation; (x) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, Prospective Seller at any time when a prospectus relating thereto to Shares covered by the Registration Statement is required to be delivered under the Securities Acteffective, of the happening of any event as a result of which the prospectus included in such the 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; (h) upon the occurrence of any event contemplated by Section 6(g) above, . The Corporation shall use its reasonable efforts promptly prepare a to amend or supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or correct any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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;omission; and (ixi) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation Prospective Seller of the issuance by the SEC Commission of any stop order suspending the effectiveness of such the Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such that purpose; (j) use its . The Corporation will make every reasonable best efforts effort to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such stop order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of lifting thereof at the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoearliest possible time.

Obligations of the Corporation. Whenever required under this Agreement to use all commercially reasonable efforts to effect the registration of any Registrable SecuritiesShares, the Corporation shall, as expeditiously as reasonably possible: (ai) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities Shares and use its all commercially reasonable best efforts to cause such Registration Statement registration statement to become effective, and and, upon the request of the Holders of a majority of the Shares registered thereunder, keep such Registration Statement registration statement effective for (x) the lesser of up to one hundred eighty twenty (180120) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;days. (bii) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (ciii) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished Furnish to the Corporation in writing, that in the reasonable judgment holders of such Holder and its counsel should be included; (d) furnish to the Holders Registered Securities such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Registered Securities owned by them;. (eiv) Use all commercially reasonable efforts to register and qualify the Registered Securities under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders thereof, provided that the Corporation 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. (v) 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) underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;. (fvi) notify Notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by registration statement in the event the Corporation has delivered preliminary or final prospectuses to any such Holder and, after having done so, such prospectus is amended to comply with the requirements of the Act. Upon such notification, such Holders shall immediately cease making offers of Registered Securities and return all prospectuses to the Corporation. The Corporation shall promptly provide such Holders with revised prospectuses and, following receipt of the revised prospectuses such Holders shall be free to resume making offers of the Registered Securities. (vii) Furnish, at the request of any written comments by Holder requesting registration of Shares pursuant to this Agreement, on the SEC or any request by date that such Shares are delivered to the SEC or any other federal or state governmental authority underwriters for amendments or supplements sale in connection with a registration pursuant to this Agreement, 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 such Registration Statement or securities becomes effective, (1) an opinion, dated such prospectus or for additional information; (g) 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 Actdate, of the 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; (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by counsel representing the Corporation for the purposes of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant form and substance as is customarily given to such registrationunderwriters in an underwritten public offering, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees addressed to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counselto the Holders of such Registered Securities and (2) a "comfort" letter dated such date, from the independent certified public accountants of the Corporation, in connection with form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writingand, and do any and all other things reasonably necessary or advisable to keep the extent customary to address such registration or qualification in effect for letters to selling security Holders, to the Holders of such period as required by Section 2(b) and Section 2(c), as applicableRegistered Securities; provided, that however, the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel include projections for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers business of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed any prospectus or offering contemplated herein and customary selling efforts related theretomemorandum.

Obligations of the Corporation. Whenever required under this Agreement Section 2 to use its commercially reasonable efforts to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare 3.1 Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement registration statement to become and remain effective; provided, and keep however, that in connection with any proposed registration intended to permit an offering of any securities from time to time (i.e., a so-called "shelf registration"), the Corporation shall in no event be obligated to cause any such Registration Statement registration to remain effective for (x) the lesser of more than one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;days. (b) prepare 3.2 Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish 3.3 Furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the 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;. (e) in 3.4 Use its commercially reasonable efforts to register and qualify 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; (f) notify each Holder of Registrable Securities securities covered by such Registration Statement registration statement under such other securities or Blue Sky laws of such jurisdictions as soon as reasonably possible after notice thereof is received shall be necessary for the distribution of the securities covered by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statementregistration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the 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; (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, provided that the Corporation shall not be required in connection therewith or as a condition thereto to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or file a general consent to service of process in any such jurisdiction where it is not then so subject; states or jurisdictions, and further provided that (m) obtain for delivery anything in this Agreement to the Holders contrary notwithstanding with respect to the bearing of Registrable Securities covered expenses) if any jurisdiction in which the securities shall be qualified shall require that expenses incurred in connection with the qualifica tion of the securities in that jurisdiction be borne by selling stockholders, then such expenses shall be payable by selling stockholders pro rata, to the extent required by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel;jurisdiction. (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained 3.5 Provide a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not Common Stock no later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such the first registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare The Corporation shall furnish promptly to the Representative and file to counsel for the Underwriters a signed copy of the Registration Statement as originally filed and a copy of each amendment thereto (in each case together with all exhibits filed therewith) filed prior to or on the date of the Terms Agreement or related to or covering the Underwritten Securities, and a copy of the Prospectus filed 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 (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;Commission. (b) prepare and file with The Corporation shall deliver promptly to the SEC Representative, without charge, such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to keep such Registration Statement effective and to comply with the provisions number of the Securities Act with respect to following documents as the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement; Representative may reasonably request: (ci) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the Holders such numbers of conformed copies of the Registration Statement (excluding exhibits other than the Indenture, the Warrant Agreement and this Agreement); (ii) the related Prospectus, including all exhibits thereto ; and (iii) any documents incorporated by reference therein in the Prospectus; and a preliminary prospectus, the Corporation authorizes the Underwriters and all dealers to whom any Underwritten Securities may be offered or sold by the Underwriters to use such documents during the period referred to in conformity Section 7(c) in connection with the sale of the Underwritten Securities in accordance with the applicable provisions of the Act and the Rules and Regulations; provided that the Corporation shall be deemed to have complied with the requirements of clause (iii) of this paragraph with respect to any document filed electronically with the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;Commission. (ec) During such period following the date of the Terms Agreement, as in the opinion of counsel for the Underwriters, a prospectus is required by law to be delivered, but not in any event longer than 40 days from and including the date of the Terms Agreement, the Corporation shall furnish copies of: (i) any underwritten public offering, enter into amendment to the Registration Statement; (ii) the Prospectus or any amendment or supplement thereto; or (iii) any document incorporated by reference in any of the foregoing or any amendment or supplement to any such incorporated document to the Representative and perform its obligations under an underwriting agreement, in usual and customary form, to counsel for the Underwriters prior to filing any of such items with the managing underwriter(s) Commission and shall not file any such item to which the Representative shall reasonably object; provided that despite any such objection but after consultation with the Representative, including the furnishing to the Representative 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 such Registration Statement as soon as reasonably possible after notice thereof is received by drafts thereof, the Corporation may file any report or statement which in the opinion of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto its counsel it is required to be delivered under file pursuant to the Securities Exchange Act, of the 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;. (hd) upon The Corporation shall advise the occurrence of Representative promptly: (i) when any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement related to or a covering the Underwritten Securities becomes effective; (ii) of any request by the Commission for an amendment or supplement (insofar as the amendment or supplement relates to or covers the Underwritten Securities) to the related prospectus or Registration Statement, to the Prospectus, to any document incorporated by reference in any of the foregoing or deemed to be incorporated therein by reference, or file for any other required document so that, as thereafter delivered additional information related to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will not include an untrue statement of a material fact (insofar as such information relates to or omit to state a material fact required to be stated therein or necessary to make covers the statements therein not misleading; Underwritten Securities); (iiii) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC Commission of any stop order suspending the effectiveness of such the Registration Statement or any order by Annex A - 5 14 directed to the SEC Prospectus or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus document incorporated therein by reference or the initiation or threatening of any proceedings for such purposes, stop order proceeding or of any challenge to the accuracy or adequacy of any document incorporated by reference in the Prospectus; and (iv) of receipt by the Corporation of any notification with respect to the suspension of the qualification of the Registrable Underwritten Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If at any time during the period referred to in Section 7(c) when the Prospectus related to the Underwritten Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act, the Rules and Regulations, the Exchange Act or the rules and regulations of the Commission thereunder, the Corporation shall promptly prepare and file with the Commission, subject to Section 7(c), an amendment or supplement that will correct such purpose;statement or omission or an amendment or supplement which will effect such compliance. (je) use its reasonable best efforts If, during the period referred to prevent Section 7(c), the issuance of any Commission shall issue a stop order suspending the effectiveness of any the Registration Statement or of any order preventing or suspending Statement, the use of any preliminary or final prospectus and, if any such order is issued, Corporation shall make every reasonable effort to obtain the withdrawal lifting of any such that order as at the earliest possible time. (f) As soon as practicable;, or in accordance with Rule 158 of the Rules and Regulations, the Corporation shall make generally available to its security holders and to the Representative an earnings statement (which need not be audited) of the Corporation and its consolidated subsidiaries, that will satisfy the provisions of Section 11(a) of the Act and Rule 158 thereunder. (kg) The Corporation shall make available every reasonable effort to arrange for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties the qualification of the Corporation, Underwritten Securities for sale under the laws of such jurisdictions (other than jurisdictions outside the United States) as such parties the Representative may reasonably request, designate and cause the Corporation’s officers, managers Corporation shall pay all expenses (including reasonable fees and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent disbursements of counsel) in connection with such Registration Statement; (lqualifications, to maintain such qualifications in effect during the period referred to in Section 7(c) use its reasonable best efforts and to register or qualify, and cooperate with arrange for the Holders determination of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with legality of the registration or qualification of such Registrable Underwritten Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required purchase by Section 2(b) and Section 2(c), as applicableinstitutional investors; provided, however, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified at the date of the Terms Agreement or to take any action which that would subject it to taxation general or unlimited service of process or to the imposition of any taxes based on, or measured by, all or any part of the income of the Corporation, in any such jurisdiction where it is not then at such date so subject;. (mh) obtain If the sale of the Underwritten Securities provided for delivery herein is not consummated because any condition to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date obligations of the Registration Statement orUnderwriters set forth in Section 10 hereof is not satisfied or because of any refusal, in inability or failure on the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers part of the Corporation to participate comply with any provision hereof other than by reason of a default by any of the Underwriters, the Corporation shall reimburse the Underwriters severally upon demand for all reasonable out-of-pocket expenses (including the reasonable fees and Annex A - 6 15 disbursements of counsel for the Underwriters) that shall have been incurred by them in connection with the customary “road show” presentations that may be reasonably requested by proposed purchase and sale of the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoUnderwritten Securities.

Obligations of the Corporation. Whenever required under this Agreement Section 2, Section 3 or Section 11 to use its best efforts to effect the registration of any Registrable SecuritiesShares, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities Shares and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, and and, upon the request of the Holders of a majority of the Registrable Shares registered thereunder, keep such Registration Statement registration statement effective for (x) the lesser a period of up to one hundred eighty (180) days or or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such 180-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or Holders have completed other securities) of the distribution relating thereto Corporation; and (ii) in the case of any registration of Registrable Shares on Form S-3 which are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such 180-day period shall be extended for up to ninety (y90) for days, if necessary, to keep the registration statement effective until all such longer period as may be prescribed herein;Registrable Shares are sold. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished Furnish to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the selling Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of such Registrable Securities Shares 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 reasonably appropriate for the distribution of the securities covered by the registration statement, provided that the Corporation 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, and further provided that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in which the securities shall be qualified shall require that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by selling stockholders, then such expenses shall be payable by selling stockholders pro rata, to the extent required by such jurisdiction. (e) in Provide a transfer agent for the event Common Stock no later than the effective date of the first registration 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;Registrable Shares. (f) notify each Holder Otherwise use its best efforts to comply with all applicable rules and regulations of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information;SEC. (g) notify each Holder of Use its best efforts either (i) to cause all such Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required Shares to be delivered listed on a national securities exchange (if such securities are not already so listed) and on each additional national securities exchange on which similar securities issued by the Corporation are then listed, if the listing of such securities is then permitted under the Securities Actrules of such exchange, or (ii) to secure designation of all such Registrable Shares as a Nasdaq "national market system security" within the meaning of Rule 11Aa2-1 of the happening of any event as a result of which SEC or, failing that, to secure listing on Nasdaq for such Registrable Shares and, without limiting 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 generality of the circumstances then existing;foregoing, to arrange for at least two (2) market makers to register as such with respect to Registrable Shares with the National Association of Securities Dealers. (h) upon Enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions as the occurrence selling Holders of any event contemplated by Section 6(g) above, promptly prepare a supplement Registrable Shares shall reasonably request in order to expedite or post-effective amendment to facilitate the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers disposition of the such Registrable Securities being sold thereunder, such Registration Statement will 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;Shares. (i) notify each Make available for inspection by any selling Holder of Registrable Securities covered Shares, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement as soon as reasonably practicable after notice thereof is received registration statement and by the Corporation any attorney, accountant or other agent retained by any such selling Holder or any such underwriter, all pertinent financial and other records and pertinent corporate documents and properties of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposesCorporation, or any notification with respect to the suspension and cause all of the qualification of the Registrable Securities for offering Corporation's officers, directors and employees to supply all information reasonably requested by any such selling Holder, underwriter, attorney, accountant or sale agent in any jurisdiction or the initiation or threatening of any proceeding for connection with such purpose;registration statement. (j) use its Use every reasonable best efforts effort to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement such registration statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable;lifting thereof at the earliest reasonable time. (k) make available for inspection by each Holder including Registrable Securities in Make such registration, any underwriter participating in any distribution pursuant representations and warranties to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the selling Holders of Registrable Securities covered Shares and the underwriters as are customarily made by such Registration Statement, the underwriters, if any, issuers to selling stockholders and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an primary underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoofferings.

Obligations of the Corporation. Whenever required under this Agreement Section 2 to effect the registration of any Registrable SecuritiesShares, the Corporation shall, as expeditiously as reasonably possible: (a) i. prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities Shares and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, and and, upon the request of the holders of a majority of the Registrable Shares registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if sooner, until the distribution contemplated in the Registration Statement effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;has been complete. (b) ii. prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Shares covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) iii. furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities Shares owned by them;. (e) iv. 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) underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;. (f) v. notify each Holder holder of Registrable Securities Shares covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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;. (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed vi. cause all Registrable Shares registered pursuant hereunder to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify listed on each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received securities exchange on which similar securities issued by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed;. (p) vii. provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from Shares registered pursuant hereunder and after a date CUSIP number for all such Registrable Shares, in each case not later than the effective date of such Registration Statement;registration. (q) cooperate with Holders including viii. furnish, at the request of any Holder requesting registration of Registrable Securities in such registration and Shares pursuant to this Section 2, on the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if date that such Registrable Securities Shares are delivered to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise for sale in connection with a registration pursuant to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.this

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable Registerable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Registerable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, and and, upon the request of the Holder of a majority of the Registerable Securities registered thereunder, keep such Registration Statement registration statement effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;up to 180 days. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished Furnish to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Registerable 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 reasonably requested by the Holder, provided that the Corporation 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. (e) in 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) underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;. (f) notify Notify each Holder of Registrable Registerable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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;. (hg) upon Furnish, at the occurrence request of any event contemplated by Section 6(g) aboveHolder requesting registration of Registerable Securities pursuant to this Agreement, promptly prepare a supplement or post-effective amendment to on the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter date that such Registerable Securities are delivered to the purchasers of the Registrable Securities underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold thereunderthrough underwriters, or, if such Registration Statement will securities are not include an untrue being sold through underwriters, on the date that the registration statement of a material fact or omit with respect to state a material fact required to be stated therein or necessary to make the statements therein not misleading; such securities becomes effective: (i) notify each Holder an opinion, dated such date, of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the counsel representing the Corporation for the purposes of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant form and substance as is customarily given to such registrationunderwriters in an underwritten public offering, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees addressed to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counselto the Holder requesting registration of Registerable Securities, and (ii) a letter dated such date, from the independent certified public accountants of the Corporation, in connection with the registration or qualification of such Registrable Securities for offer form and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States substance as any such Holder or underwritersis customarily given by independent certified public accountants to underwriters in an underwritten public offering, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and addressed to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders Holder requesting registration of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Registerable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Obligations of the Corporation. Whenever required under this Agreement Section 1 to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best commercial efforts to cause such Registration Statement registration statement to become effective, and and, in the instances of a registration initiated pursuant to Section 1.2 or 1.4, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement registration statement effective for (x) the lesser of up to one hundred eighty twenty (180120) days days. The Corporation will not be required to file, cause to be effective or until maintain the Holder effectiveness of any registration statement that contemplates a distribution of securities on a delayed or Holders have completed continuous basis pursuant to Rule 415, or any successor rule, under the distribution relating thereto or (y) for such longer period as may be prescribed herein;Securities Act. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;Act. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of such Registrable Securities owned Securities. (d) Use its reasonable commercial efforts to register and qualify the securities covered by them;such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Corporation 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 where the Corporation is not already subject to process. (e) in In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, agreement with the managing underwriter of such offering in usual and customary form, form and consistent with the managing underwriter(s) other provisions of such offeringthis Agreement. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;. (f) Promptly notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Corporation becomes aware of the happening of any event as a result of which the registration statement or the prospectus included in such Registration Statement, registration statement or any supplement to the prospectus (as then in effect, includes an ) contains any 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 case of the prospectus, in light of the circumstances then existing; (hunder which they were made) upon not misleading or, if for any other reason it shall be necessary during such time period to amend or supplement the occurrence of registration statement or the prospectus in order to comply with the Securities Act, whereupon, in either case, each Holder shall immediately cease to use such registration statement or prospectus for any event contemplated by Section 6(g) abovepurpose and, as promptly as practicable thereafter, the Corporation shall prepare a supplement or post-effective amendment and file with the SEC, and furnish without charge to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, appropriate Holders and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the managing underwriters, if any, a supplement or amendment to such registration statement or prospectus which will correct such statement or omission or effect such compliance and their respective counsel, in connection with such copies thereof as the registration or qualification of Holders and any underwriters may reasonably request. (g) Cause all such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of registered pursuant hereunder to be listed on each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system over-the-counter market on which similar securities issued by the Shares Corporation are then listed;, if applicable. (ph) provide and cause to be maintained Provide a transfer agent and registrar for all such Registrable Securities covered by the applicable Registration Statement from and after a date CUSIP number for all such Registrable Securities, in each case not later than the effective date of such Registration Statement;registration. (qi) cooperate with Holders including Use its reasonable commercial efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 1.5, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 1.5, 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 such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the managing underwriters, if any, and to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale requesting registration of Registrable Securities; , and (rii) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holdersa letter dated such date, as soon as reasonably practicable, an earnings statement satisfying from the provisions of Section 11(a) independent certified public accountants of the Securities Act Corporation, in form and the rules and regulations promulgated thereunder; and (s) substance as is customarily given by independent certified public accountants to underwriters in the case of an underwritten public offering, cause addressed to the senior executive officers underwriters, if any, and to the Holders requesting registration of Registrable Securities (to the Corporation extent the then applicable standards of professional conduct permit said letter to participate in be addressed to the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoHolders).

Obligations of the Corporation. (1) Whenever required under this Agreement Sections 2.11(b) or 2.11(c) hereof to use its best efforts to effect the registration of any Registrable SecuritiesShares, the Corporation shall: (i) Prepare and file with the Commission a registration statement with respect to such Registrable Shares and use its best efforts to cause such registration statement to become and remain effective, including, without limitation, filing of post-effective amendments and supplements to any registration statement or prospectus necessary to keep the registration statement current; (ii) as expeditiously as reasonably possible: (a) , 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 (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein; (b) prepare and file with the SEC Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement and to keep each registration and qualification under this Agreement effective (and in accordance compliance with the intended methods Securities Act) by such actions as may be necessary or appropriate for a period of disposition up to one hundred eighty (180) days (if, in the reasonable discretion of the Stockholders owning securities covered by sellers thereof set forth in such Registration Statementregistration statement, such period of time is necessary for the successful completion of the offering of such securities) after the effective date of such registration statement, all as requested by such Stockholders; (ciii) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) as expeditiously as reasonably possible furnish to the Holders Stockholders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities Shares owned by them; (eiv) as expeditiously as reasonably possible use its best efforts to register and qualify the securities covered by such registration statement under such securities or "blue sky" laws of such jurisdictions as shall be reasonably appropriate for the distribution of the securities covered by the registration statement, provided that the Corporation 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, and further provided that (anything in this Agreement to the event contrary notwithstanding with respect to the bearing of expenses) if any underwritten public offering, enter into and perform its obligations under an underwriting agreement, jurisdiction in usual and customary form, which the securities shall be qualified shall require that expenses incurred in connection with the managing underwriter(s) qualification of the securities in that jurisdiction be borne by selling stockholders, then such offering. Each Holder participating in expenses shall be payable by selling stockholders pro rata, to the extent required by such underwriting shall also enter into and perform its obligations under such an agreementjurisdiction; (fv) use its best efforts to cause all Registrable Shares covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition or such Registrable Shares; (vi) notify each Holder seller of Registrable Securities Shares covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statementregistration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of upon discovery that, or upon the happening of any event as a result of which which, the prospectus included in such Registration Statementregistration statement, as then 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 to make the statements therein not misleading in the light of the circumstances then existing; (h) upon under which they were made, and at the occurrence request of any event contemplated by Section 6(g) above, such seller or Stockholders promptly prepare and furnish to such seller or Stockholders a supplement or post-effective amendment to the Registration Statement or reasonable number of copies of a supplement to the related or an amendment of such prospectus or any document incorporated or deemed to as may be incorporated therein by reference, or file any other required document necessary so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereundersuch securities, such Registration Statement will 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 the statements therein not misleadingmisleading in the light of the circumstances under which they were made; (ivii) notify each Holder otherwise use its best efforts to comply with all applicable rules and regulations of Registrable Securities covered by such Registration Statement the Commission, and make available to its security holders, as soon as reasonably practicable practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after notice thereof is received by the Corporation effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 2.10(k)(1) of the issuance by Securities Act, and will furnish to each such seller of Registrable Shares at least two (2) business days prior to the SEC filing thereof a copy of any stop order suspending the effectiveness of post-effective amendment or supplement to such Registration Statement registration statement or prospectus and shall not file any order by the SEC or thereof to which any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposesseller shall have reasonably objected, or any notification with respect except to the suspension extent required by law, on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the qualification Securities Act or of the Registrable Securities for offering rules or sale in any jurisdiction or the initiation or threatening of any proceeding for such purposeregulations thereunder; (jviii) provide and cause to be maintained a transfer agent and registrar for all Registrable Shares covered by such registration statement from and after a date not later than the effective date of such registration statement; and (ix) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including list all Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities Shares covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification statement on any securities exchange on which any class of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it Shares is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject;listed. (m2) obtain for delivery The Corporation will furnish to the Holders each Stockholder on whose behalf Registrable Shares have been registered pursuant to this Agreement a signed counterpart, addressed to such Stockholder, of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from of counsel for the Corporation, Corporation dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may beregistration statement, and their respective counsel;such opinion of counsel shall cover those matters which are customarily covered in opinions of issuer's counsel delivered to underwriters in connection with underwritten public offerings of securities. (n3) in To the case of an underwritten offeringextent then permitted under applicable professional guidelines and standards, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” letter from the Corporation’s 's independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as and an opinion from the managing underwriter or underwriters reasonably request, dated the date of execution Corporation's counsel in customary form and covering such matters of the underwriting agreement and brought down type customarily covered in a public issuance of securities, in each case addressed to the closing under Stockholder, and provide copies thereof to the underwriting agreementStockholders; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable SecuritiesSecurities under this Agreement, the Corporation shall, as expeditiously as reasonably possible: (ai) prepare Prepare and file with the SEC Commission a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become and remain effective, and keep such Registration Statement effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein; (bii) prepare Prepare and file with the SEC Commission such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement registration statement and to keep such registration statement effective, in accordance with the intended methods case of disposition a firm commitment underwriting, until each underwriter has completed the distribution of all securities purchased by sellers thereof set forth it and, in the case of any other offering, until the earlier of the sale of all Registrable Securities covered thereby or one hundred eighty (180) days after the effective date thereof; provided, however, that such 180-day period shall be extended for a period of time equal to the period the Holder refrains from selling any Registrable Securities included in such Registration Statementregistration at the request of an underwriter of the Common Stock or if the Corporation has provided the notice described in subparagraph (vii) below; (ciii) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders such numbers number of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by themthem that are included in such registration; (eiv) 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 reasonably requested by the Holders, provided, that the Corporation 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; (v) Use its best efforts to list the securities covered by such registration statement with any securities exchange, if any, on which the Common Stock of the Corporation is then listed; (vi) 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; (fvii) notify Notify each Holder of Registrable Securities covered by and each underwriter under such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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;or (hviii) upon Furnish, at the occurrence request of any event contemplated by Section 6(g) aboveHolder requesting registration of Registrable Securities, promptly prepare a supplement or post-effective amendment to on the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter date that such Registrable Securities are delivered to the purchasers underwriters for sale, 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 such securities becomes effective, a "comfort" letter dated as of such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of the Registrable Securities being sold thereunder, such Registration Statement will 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;Securities; and (iix) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make Make available for inspection by each Holder including seller of Registrable Securities in such registrationSecurities, any underwriter participating in any distribution pursuant to such registrationregistration statement, and any attorney, accountant or other agent retained by such Holder seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s 's officers, managers directors and employees to supply all information reasonably requested by any such Holderseller, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretostatement.

Obligations of the Corporation. Whenever required under this Agreement Section 2, Section 3 or Section 11 to use its best efforts to effect the registration of any Registrable SecuritiesShares, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities Shares and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, and keep such Registration Statement remain effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;thereof has been completed. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished Furnish to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the selling Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of such Registrable Securities Shares 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 reasonably appropriate for the distribution of the securities covered by the registration statement, provided that the Corporation 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, and further provided that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in which the securities shall be qualified shall require that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by selling shareholders, then such expenses shall be payable by selling shareholders pro rata, to the extent required by such jurisdiction. (e) in Provide a transfer agent for the event Common Stock no later than the effective date of the first registration 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;Registrable Shares. (f) notify each Holder Otherwise use its best efforts to comply with all applicable rules and regulations of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information;SEC. (g) notify each Holder of Use its best efforts either (i) to cause all such Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required Shares to be delivered listed on a national securities exchange (if such securities are not already so listed) and on each additional national securities exchange on which similar securities issued by the Corporation are then listed, if the listing of such securities is then permitted under the Securities Actrules of such exchange, or (ii) to secure designation of all such Registrable Shares as a Nasdaq “national market system security” within the meaning of Rule 11Aa2-1 of the happening of any event as a result of which SEC or, failing that, to secure listing on Nasdaq for such Registrable Shares and, without limiting 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 generality of the circumstances then existing;foregoing, to arrange for at least two (2) market makers to register as such with respect to Registrable Shares with the National Association of Securities Dealers. (h) upon Enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions as the occurrence selling Holders of any event contemplated by Section 6(g) above, promptly prepare a supplement Registrable Shares shall reasonably request in order to expedite or post-effective amendment to facilitate the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers disposition of the such Registrable Securities being sold thereunder, such Registration Statement will 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;Shares. (i) notify each Make available for inspection by any selling Holder of Registrable Securities covered Shares, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement as soon as reasonably practicable after notice thereof is received registration statement and by the Corporation any attorney, accountant or other agent retained by any such selling Holder or any such underwriter, all pertinent financial and other records and pertinent corporate documents and properties of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposesCorporation, or any notification with respect to the suspension and cause all of the qualification of the Registrable Securities for offering Corporation’s officers, directors and employees to supply all information reasonably requested by any such selling Holder, underwriter, attorney, accountant or sale agent in any jurisdiction or the initiation or threatening of any proceeding for connection with such purpose;registration statement. (j) use its Use every reasonable best efforts effort to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement such registration statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable;lifting thereof at the earliest reasonable time. (k) make available for inspection by each Holder including Registrable Securities in Make such registration, any underwriter participating in any distribution pursuant representations and warranties to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the selling Holders of Registrable Securities covered Shares and the underwriters as are customarily made by such Registration Statement, the underwriters, if any, issuers to selling stockholders and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an primary underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoofferings.

Obligations of the Corporation. Whenever required under this Agreement Section 2, 3, or 12 to use its best efforts to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, and keep such Registration Statement remain effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for of such longer period as may be prescribed herein;Registrable Securities has been completed. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished Furnish to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the selling Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of such 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 reasonably appropriate for the distribution of the securities covered by the registration statement, provided that the Corporation 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, and further provided that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in which the securities shall be qualified shall require that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by selling shareholders, then such expenses shall be payable by selling shareholders pro rata, to the extent required by such jurisdiction. (e) in Provide a transfer agent for the event Common Stock no later than the effective date of the first registration 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;Registrable Securities. (f) notify each Holder Otherwise use its best efforts to comply with all applicable rules and regulations of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information;SEC. (g) notify each Holder of Use its best efforts either (i) to cause all such Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered listed on a national securities exchange (if such securities are not already so listed) and on each additional national securities exchange on which similar securities issued by the Corporation are then listed, if the listing of such securities is then permitted under the rules of such exchange, or (ii) to secure designation of all such Registrable Securities Act, as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the happening of any event as a result of which SEC or, failing that, to secure listing on NASDAQ for such Registrable Securities and, without limiting 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 generality of the circumstances then existing;foregoing, to arrange for at least two (2) market makers to register as such with respect to Registrable Securities with the National Association of Securities Dealers. (h) upon Enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions as the occurrence selling Holders of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, shall reasonably request in order to expedite or facilitate the disposition of such Registration Statement will 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;Registrable Securities. (i) notify each Make available for inspection by any selling Holder of Registrable Securities covered Securities, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement as soon as reasonably practicable after notice thereof is received registration statement and by the Corporation any attorney, accountant or other agent retained by any such selling Holder or any such underwriter, all pertinent financial and other records and pertinent corporate documents and properties of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposesCorporation, or any notification with respect to the suspension and cause all of the qualification of the Registrable Securities for offering Corporation's officers, directors and employees to supply all information reasonably requested by any such selling Holder, underwriter, attorney, accountant or sale agent in any jurisdiction or the initiation or threatening of any proceeding for connection with such purpose;registration statement. (j) use its Use every reasonable best efforts effort to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement such registration statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable;lifting thereof at the earliest reasonable time. (k) make available for inspection by each Holder including Registrable Securities in Make such registration, any underwriter participating in any distribution pursuant representations and warranties to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the selling Holders of Registrable Securities covered and the underwriters as are customarily made by such Registration Statement, the underwriters, if any, issuers to selling stockholders and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an primary underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoofferings.

Obligations of the Corporation. Whenever required under this Agreement Section 3 or Section 11 to use its best efforts to effect the registration of any Registrable SecuritiesShares, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities Shares and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, and keep such Registration Statement remain effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;thereof has been completed. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished Furnish to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the selling Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of such Registrable Securities Shares 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 reasonably appropriate for the distribution of the securities covered by the registration statement, provided that the Corporation 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, and further provided that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in which the securities shall be qualified shall require that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by selling shareholders, then such expenses shall be payable by selling shareholders pro rata, to the extent required by such jurisdiction. (e) in Provide a transfer agent for the event Common Stock no later than the effective date of the first registration 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;Registrable Shares. (f) notify each Holder Otherwise use its best efforts to comply with all applicable rules and regulations of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information;SEC. (g) notify each Holder of Use its best efforts either (i) to cause all such Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required Shares to be delivered listed on a national securities exchange (if such securities are not already so listed) and on each additional national securities exchange on which similar securities issued by the Corporation are then listed, if the listing of such securities is then permitted under the Securities Actrules of such exchange, or (ii) to secure designation of all such Registrable Shares as a Nasdaq "national market system security" within the meaning of Rule 11Aa2-1 of the happening of any event as a result of which SEC or, failing that, to secure listing on Nasdaq for such Registrable Shares and, without limiting 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 generality of the circumstances then existing;foregoing, to arrange for at least two (2) market makers to register as such with respect to Registrable Shares with the National Association of Securities Dealers. (h) upon Enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions as the occurrence selling Holders of any event contemplated by Section 6(g) above, promptly prepare a supplement Registrable Shares shall reasonably request in order to expedite or post-effective amendment to facilitate the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers disposition of the such Registrable Securities being sold thereunder, such Registration Statement will 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;Shares. (i) notify each Make available for inspection by any selling Holder of Registrable Securities covered Shares, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement as soon as reasonably practicable after notice thereof is received registration statement and by the Corporation any attorney, accountant or other agent retained by any such selling Holder or any such underwriter, all pertinent financial and other records and pertinent corporate documents and properties of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposesCorporation, or any notification with respect to the suspension and cause all of the qualification of the Registrable Securities for offering Corporation's officers, directors and employees to supply all information reasonably requested by any such selling Holder, underwriter, attorney, accountant or sale agent in any jurisdiction or the initiation or threatening of any proceeding for connection with such purpose;registration statement. (j) use its Use every reasonable best efforts effort to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement such registration statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable;lifting thereof at the earliest reasonable time. (k) make available for inspection by each Holder including Registrable Securities in Make such registration, any underwriter participating in any distribution pursuant representations and warranties to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the selling Holders of Registrable Securities covered Shares and the underwriters as are customarily made by such Registration Statement, the underwriters, if any, issuers to selling stockholders and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an primary underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoofferings.

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any the Registrable SecuritiesShares pursuant to Section 2.1, the Corporation 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 reasonable best efforts to cause such Registration Statement to become effective, and keep such Registration Statement effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein; (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;Effective Period. (cb) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished Furnish to the Corporation in writing, that in the reasonable judgment of Stockholders such Holder and its counsel should be included; (d) furnish to the Holders such numbers number of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities Shares owned by them;. (ec) in Use all commercially reasonable efforts to register and qualify the event of any underwritten public offering, enter into and perform its obligations securities covered by such registration statement under an underwriting agreement, in usual and customary form, with the managing underwriter(s) such other securities or Blue Sky laws of such offering. Each Holder participating jurisdictions as shall be reasonably requested by the Stockholders; PROVIDED that the Corporation shall not be required in connection therewith or as a condition thereto to (i) qualify to do business as a foreign corporation in such underwriting shall also enter into and perform its obligations under states or jurisdictions, (ii) file a general consent to service of process in any such an agreement;states or jurisdictions, or (iii) subject itself to taxation in any such state or jurisdiction by reason of such registration or qualification. (fd) notify Notify each Holder of Registrable Securities Stockholder covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) 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, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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; (h) upon under which such statements were made. Thereafter, the occurrence Corporation shall use commercially reasonable efforts to prepare and file with the SEC and furnish to each Stockholder as promptly as practicable a reasonable number of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or copies of a supplement to the related or an amendment of such prospectus or any document incorporated or deemed to other such documents as may be incorporated therein by reference, or file any other required document necessary so that, as thereafter delivered to the purchasers of the such Registrable Securities being sold thereunderShares, such Registration Statement will 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 the statements therein not misleading;misleading in the light of the circumstances under which such statements were made. (e) Use its best efforts to furnish, on the date that such Registrable Shares are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) notify each Holder an opinion, dated as of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by date, of the counsel representing the Corporation for the purposes of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant form and substance as is customarily given to such registrationunderwriters in an underwritten public offering, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees addressed to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification (ii) a letter dated as of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwritersdate, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants of the Corporation, in customary form and covering such matters of the type substance as is customarily covered given by comfort letters as the managing underwriter or independent certified public accountants to underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down in an underwritten public offering addressed to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Obligations of the Corporation. Whenever required under this Agreement to effect In connection with the registration of any Registrable Securitiespursuant to Section 2.1, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such the Registrable Securities (such filing to occur not later than the time referred to in Section 2.1) and use its reasonable best efforts to cause such Registration Statement registration statement to become effectiveeffective on the earlier to occur of (i) 90 days following the final closing of the Offering or, in the case of SEC review, 120 days following the final closing of the Offering and (ii) five days following the date of SEC clearance to request effectiveness of the registration statement, and keep such Registration Statement registration statement effective for (x) and the lesser of one hundred eighty (180) days or related prospectus current until the distribution is completed, but not more than two years or such earlier date as any of the Registrable Securities become eligible for sale pursuant to Rule 144(k) under the Securities Act, provided that such two year period shall be extended for a period of time equal to the period the Holder or Holders have completed the distribution relating thereto or (y) for refrains from selling any Registrable Securities included in such longer period as may be prescribed herein;registration statement due to circumstances described in Section 2.3(f). (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders such numbers number of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and all amendments and supplements thereto, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them;them that are included in such registration. (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 reasonably requested by the Holders, provided, however, that the Corporation 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 unless the Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. (e) 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;[Intentionally omitted]. (f) notify Notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in Act if such Registration Statementregistration 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;existing and, following such notification, promptly deliver to each Holder copies of all amendments or supplements referred to in paragraphs (b) and (c) of this Section 2.3. (g) Furnish, at the request of Holders of a majority of the Registrable Securities (other than the Holders of Broker Warrants), on the date that the registration statement becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering addressed to the Holders and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to Holders of a majority of the Registrable Securities (other than Holders of Broker Warrants), addressed to the Holders. (h) upon Use its best efforts to list the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof registration statement with any securities exchange or interdealer quotation system on which the Common Stock is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement then listed or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;quoted. (ji) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make Make available for inspection by each Holder including seller of Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registrationSecurities, and any attorney, accountant or other agent retained by such Holder or underwriterseller (an “Advisor”), all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers directors and employees to supply all information reasonably requested by any such Holder, underwriterseller, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualifyregistration statement. Such seller will keep, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable will cause its Advisors to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated formkeep, such certificates information confidential subject to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto4.14.

Obligations of the Corporation. Whenever required under this Agreement to effect the ------------------------------ registration of any Registrable SecuritiesSecurities under this Agreement, the Corporation shall, as expeditiously as reasonably possible: (ai) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, and keep such Registration Statement registration statement effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;is completed, but not more than 180 days. (bii) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (ciii) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders participating in such numbers registration such number of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein the registration statement and a preliminary prospectus, if requested by any such Holder, in conformity with the requirements of the Securities Act, and all amendments and supplements thereto, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them;them that are included in such registration. (eiv) Use its reasonable 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 reasonably requested by the Holders, provided, however, that the Corporation 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. (v) 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;. (fvi) notify Notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event of which the Corporation has knowledge as a result of which the prospectus included in such Registration Statementregistration 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;existing and, following such notification, promptly deliver to each Holder copies of all amendments or supplements referred to in clauses (ii) and (iii) of this Section 2.5. (hvii) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use Use its commercially reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, cause all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or registered pursuant to this Agreement to be listed on each securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required exchange on which similar securities issued by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed;. (pviii) provide and cause to be maintained Provide a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from registered pursuant hereto and after a date not CUSIP number for such Registrable Securities in each case no later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoregistration.

Obligations of the Corporation. Whenever required under this Agreement Section 1 to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, and and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement registration statement effective for (x) the lesser a period of up to one hundred eighty twenty (180120) days or until the distribution contemplated in the registration statement has been completed; PROVIDED, HOWEVER, that (i) such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or Holders have completed other securities) of the distribution relating thereto Corporation and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, PROVIDED that Rule 415, or any successor rule under the Act, permits an offering on a continuous or delayed basis, and PROVIDED FURTHER that applicable rules under the Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (A) includes any prospectus required by Section 10(a)(3) of the Act or (yB) for such longer period as may 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 prescribed herein;included in (A) and (B) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the 1934 Act in the registration statement. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the 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) 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 reasonably requested by the Holders; PROVIDED that the Corporation 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. (e) in 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) underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;. (f) notify Notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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;. (g) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Corporation are then listed. (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained Provide a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from registered pursuant hereunder and after a date CUSIP number for all such Registrable Securities, in each case not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoregistration.

Obligations of the Corporation. Whenever required under this Agreement Section 3 or Section 11 to use its best efforts to effect the registration of any Registrable SecuritiesShares, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities Shares and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, and keep such Registration Statement remain effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;thereof has been completed. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished Furnish to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the selling Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of such Registrable Securities Shares 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 reasonably appropriate for the distribution of the securities covered by the registration statement, provided that the Corporation 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, and further provided that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in which the securities shall be qualified shall require that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by selling shareholders, then such expenses shall be payable by selling shareholders pro rata, to the extent required by such jurisdiction. (e) in Provide a transfer agent for the event Common Stock no later than the effective date of the first registration 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;Registrable Shares. (f) notify each Holder Otherwise use its best efforts to comply with all applicable rules and regulations of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information;SEC. (g) notify each Holder of Use its best efforts either (i) to cause all such Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required Shares to be delivered listed on a national securities exchange (if such securities are not already so listed) and on each additional national securities exchange on which similar securities issued by the Corporation are then listed, if the listing of such securities is then permitted under the Securities Actrules of such exchange, or (ii) to secure designation of all such Registrable Shares as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the happening of any event as a result of which SEC or, failing that, to secure listing on NASDAQ for such Registrable Shares and, without limiting 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 generality of the circumstances then existing;foregoing, to arrange for at least two (2) market makers to register as such with respect to Registrable Shares with the National Association of Securities Dealers. (h) upon Enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions as the occurrence selling Holders of any event contemplated by Section 6(g) above, promptly prepare a supplement Registrable Shares shall reasonably request in order to expedite or post-effective amendment to facilitate the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers disposition of the such Registrable Securities being sold thereunder, such Registration Statement will 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;Shares. (i) notify each Make available for inspection by any selling Holder of Registrable Securities covered Shares, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement as soon as reasonably practicable after notice thereof is received registration statement and by the Corporation any attorney, accountant or other agent retained by any such selling Holder or any such underwriter, all pertinent financial and other records and pertinent corporate documents and properties of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposesCorporation, or any notification with respect to the suspension and cause all of the qualification of the Registrable Securities for offering Corporation's officers, directors and employees to supply all information reasonably requested by any such selling Holder, underwriter, attorney, accountant or sale agent in any jurisdiction or the initiation or threatening of any proceeding for connection with such purpose;registration statement. (j) use its Use every reasonable best efforts effort to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement such registration statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable;lifting thereof at the earliest reasonable time. (k) make available for inspection by each Holder including Registrable Securities in Make such registration, any underwriter participating in any distribution pursuant representations and warranties to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the selling Holders of Registrable Securities covered Shares and the underwriters as are customarily made by such Registration Statement, the underwriters, if any, issuers to selling stockholders and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an primary underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoofferings.

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possibleshall promptly use its best efforts to: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement 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 registration statement effective for (x) the lesser of one hundred eighty (180) up to 120 days or until the Holder or Holders have completed the distribution described in the registration relating thereto thereto, whichever first occurs; provided however, that (i) such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Corporation; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, however, in no event longer than one year from the effective date of the registration statement and provided that Rule 145, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules of the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment that (I) included any prospectus required by Section 10(a)(3) of the Securities Act or (yII) for such longer period as may 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 prescribed herein;included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders such numbers number of copies of the Registration Statement and the related Prospectusprospectuses, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents documents, records and information as they may reasonably request in order to facilitate the disposition of Registrable Securities owned held by them;. (d) Register and qualify the 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 the Corporation 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. (e) in 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) underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;. (f) notify Notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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;. (g) Cause such Registrable Securities registered pursuant hereto to be listed on each securities exchange on which similar securities issued by the Corporation are then listed. (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare Provide a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the transfer agent and registrar for all Registrable Securities being sold thereunder, not later than the effective date of such Registration Statement will 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;registration. (i) notify each Permit any Holder of Registrable Securities covered by which, in its reasonable judgment, might be deemed to be an underwriter or a controlling person of the Corporation, to participate in the preparation of such Registration Statement registration statement or comparable statement. (j) Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable after notice thereof is received by practicable, an earnings statement covering the Corporation period of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposesat least twelve months, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus andbut not more than eighteen months, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate beginning with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated first month after the effective date of the Registration Statement orStatement, in which earnings statement shall satisfy the event provisions of an underwritten offering, the date Section 11(a) of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel;Securities Act. (nk) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, Obtain a “cold comfort letter” letter from the Corporation’s 's independent certified public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters with respect to the financial statements and certain financial information contained in the registration statement as the managing underwriter or underwriters reasonably request, dated the date holders of execution a majority of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities being sold reasonably request (provided that are such Registrable Securities constitute at least 10% of the securities covered by such Registration Statement with any national securities exchange or automated quotation system on which registration statement). In the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered event of the issuance by the applicable Registration Statement from and after SEC of any stop order suspending the effectiveness of a date not later than registration statement, any order preventing or suspending the effective date use of any preliminary prospectus, or of the suspension of the qualification of securities for offering or sale in any jurisdiction, the Corporation will make reasonable efforts to obtain the withdrawal of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders order or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretosuspension.

Obligations of the Corporation. Whenever required under this Agreement Section 2, 3, or 11 to use its best efforts to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC Securities and Exchange Commission ("SEC") a Registration Statement with registration statement with, respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become and remain effective; provided, and keep however, that in connection with any proposed registration intended to permit an offering of any securities from time to time (i.e., a so-called "shelf registration"), the Corporation shall in no event be obligated to cause any such Registration Statement registration to remain effective for (x) the lesser of more than one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein;days. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with with-the provisions of the Securities Act with respect to until the earlier of (i) the disposition of all securities covered by such Registration Statement in accordance with registration statement or (ii) 120 days after the intended methods of disposition by sellers thereof set forth in such Registration Statement;effective date thereof. (c) permit any Furnish to each selling Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the Holders such numbers number of copies of the Registration Statement each preliminary and the related Prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, final prospectus in conformity with the requirements of the Securities Act, and such other documents as they such Holder may reasonably request request, in order to facilitate the disposition of Registrable Securities owned by them;it. (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 reasonably appropriate for the distribution of the securities covered by the registration statement, provided that the Corporation 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, and further provided that (anything in this Agreement to the contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in which the securities shall be qualified shall require that expenses incurred in connection with the qualification of the securities in that jurisdiction be borne by selling stockholders, then such expenses shall be payable by selling stockholders pro rata, to the extent required by such jurisdiction. (e) in Provide a transfer agent for the event Common Stock no later than the effective date of the first registration 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;Registrable Securities. (f) notify each Holder Otherwise use its best efforts to comply with all applicable rules and regulations of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information;SEC. (g) notify each Holder of Use its best efforts to cause all the Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required either (i) to be delivered listed on a national securities exchange (if the Registrable Securities are not already so listed) and on each additional national securities exchange on which similar securities issued by the Corporation are then listed, if the listing of the Registrable Securities is then permitted under the rules of such exchange, or (ii) to secure designation of all the Registrable Securities Act, as a Nasdaq "national market system security" within the meaning of Rule 11Aa2-1 of the happening of any event as a result of which SEC or, failing that, to secure listing on Nasdaq for the prospectus included in such Registration StatementRegistrable Securities and, 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 without limiting the statements therein not misleading in the light generality of the circumstances then existing;foregoing, to arrange for at least two (2) market makers to register as such with respect to Registrable Securities with the National Association of Securities Dealers, Inc. (h) upon the occurrence Enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions as sellers of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, shall reasonably request in order to expedite or facilitate the disposition of such Registration Statement will 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;Registrable Securities. (i) notify each Holder Make available for inspection and copying by any seller of Registrable Securities covered Securities, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement as soon as reasonably practicable after notice thereof is received registration statement and by the Corporation any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records and pertinent corporate documents and properties of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposesCorporation, or any notification with respect to the suspension and cause all of the qualification of the Registrable Securities for offering Corporation's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or sale agent in any jurisdiction or the initiation or threatening of any proceeding for connection with such purpose;registration statement. (j) use its Use every reasonable best efforts effort to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement such registration statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable;lifting thereof at the earliest reasonable time. (k) make available for inspection Make such representations and warranties to the selling Holders and the underwriters as are customarily made by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant issuers to such registration, underwriters and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporationselling stockholders, as such parties the case may reasonably requestbe, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement;primary underwritten public offerings. (l) use its reasonable best efforts Furnish to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such selling Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject;a signed counterpart of (mi) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from of counsel for the Corporation, dated the effective date of the Registration Statement orregistration statement, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Obligations of the Corporation. Whenever required under this Agreement Section 1 to effect the registration of any shares of Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such shares of Registrable Securities and use its reasonable best commercial efforts to cause such Registration Statement registration statement to become effective, and except for a registration filed pursuant to Section 1.3 hereto, upon the request of the Holders of a majority of the shares of Registrable Securities registered thereunder keep such Registration Statement registration statement effective for (x) the lesser a period of up to one hundred eighty twenty (180120) days or until days; provided, however, that such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of common stock (or Holders have completed other securities) of the distribution relating thereto or (y) for such longer period as may be prescribed herein;Corporation. (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of shares of Registrable Securities owned by them;. (d) Use its 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 reasonably requested by the Holders; provided that the Corporation 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, unless the Corporation is already subject to service in such jurisdiction and except as may be required by the Act. (e) in In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreementagreement reasonably satisfactory to the Corporation, in usual and customary form, with the managing underwriter(s) underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;. (f) notify Notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus included in such Registration Statementregistration 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;. (g) Notify each Holder participating in such registration after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed. (h) Notify each Holder participating in such registration of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information. (i) Prepare and file with the SEC, promptly upon the occurrence request of the Holder, any amendments or supplements to such registration statement or prospectus relating to such Holder or the distribution of the shares of Registrable Securities held by such Holder being included in such Registration Statement, which, in the opinion of counsel for such Holder, is required under the Act or the rules and regulations thereunder in connection with the distribution of the shares of Registrable Securities by the Holder. (j) Prepare and promptly file with the SEC and promptly notify the Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Act, any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to shall have occurred as the Registration Statement or a supplement to the related result of which any such prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, prospectus as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will not then in effect would include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances in which they were made, not misleading;. (ik) notify Advise each Holder of Registrable Securities covered by participating in such Registration Statement as soon as reasonably practicable registration, after it shall receive notice thereof is received by the Corporation or obtain knowledge thereof, of the issuance by the SEC of any stop order by the SEC suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus registration statement or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation initiating or threatening of any proceeding for such purpose; (j) that purpose and use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the its withdrawal of any if such stop order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement;should be issued. (l) use its reasonable best efforts Not file any amendment or supplement to register such registration statement or qualify, and cooperate prospectus to which the Holder shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction requirements of the United States as any such Holder Act or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and , after having been furnished with a copy thereof at least five (s5) business days prior to the filing thereof, unless in the case opinion of an underwritten offering, cause the senior executive officers of counsel for the Corporation the filing of such amendment or supplement is reasonably necessary to participate in protect the customary “road show” presentations that may be reasonably requested Corporation from any liabilities under any applicable federal or state law and such filing will not violate applicable law. For the avoidance of doubt, no filings by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoCorporation incorporated by reference into the registration statement or prospectus shall be deemed an amendment or supplement hereunder.

Obligations of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable SecuritiesSecurities under this Agreement, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement registration statement to become effective, and keep such Registration Statement registration statement effective for (x) and the lesser of one hundred eighty (180) days or related prospectus current until the distribution is completed, but not more than 180 days, provided that such 180-day period shall be extended for a period of time equal to the period the Holder or Holders have completed the distribution relating thereto or (y) for refrains from selling any Registrable Securities included in such longer period as may be prescribed herein;registration statement due to circumstances described in Section 1.5(f). (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders such numbers number of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and all amendments and supplements thereto, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them;them that are included in such registration. (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 reasonably requested by the Holders, provided, however, that the Corporation 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 unless the Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. (e) in 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;. (f) notify Notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in Act if such Registration Statementregistration 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;existing and, following such notification, promptly deliver to each Holder copies of all amendments or supplements referred to in paragraphs (b) and (c) of this Section 1.5. (g) Furnish, at the request of any Holder registering Registrable Securities, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, or on the date that the registration statement becomes effective, if such securities are not being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Corporation 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 if there are no underwriters, to the Holders requesting registration of Registrable Securities and (ii) a "comfort" letter dated as of such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and if there are no underwriters, to the Holders requesting registration of Registrable Securities. (h) upon Use its best efforts to list the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof registration statement with any securities exchange or interdealer quotation system on which the Common Stock is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement then listed or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;quoted. (ji) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make Make available for inspection by each Holder including seller of Registrable Securities in such registrationSecurities, any underwriter participating in any distribution pursuant to such registrationregistration statement, and any attorney, accountant or other agent retained by such Holder seller or underwriterunderwriter (an "Advisor"), all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s 's officers, managers directors and employees to supply all information reasonably requested by any such Holderseller, underwriter, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualifyregistration statement. Such seller will keep, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable will cause its Advisors to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated formkeep, such certificates information confidential subject to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto3.14.

Obligations of the Corporation. Whenever required under this Agreement Section 2 to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC a Registration Statement registration statement with respect to such Registrable Securities and use its commercially reasonable best efforts to cause such Registration Statement registration statement to become effectiveeffective and, and upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such Registration Statement registration statement effective for (x) the lesser a period of up to one hundred eighty twenty (180120) days or or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Shares (or Holders have completed other securities) of the distribution relating thereto or (y) for Corporation, from selling any securities included in such longer period as may be prescribed hereinregistration; (b) prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement, and the prospectus used in connection with such Registration Statement registration statement, as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect in order to enable the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statementregistration statement; (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the selling Holders such numbers of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of as required by the Securities Act, and such other documents as they the Holders may reasonably request in order to facilitate the their disposition of their Registrable Securities; (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 reasonably requested by the selling Holders; provided that the Corporation shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Corporation is already subject to service in such jurisdiction and except as may be required by the Securities owned by themAct; (e) 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; (f) notify each Holder of use its commercially reasonable efforts to cause all such Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received registration statement 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 Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional informationare then listed; (g) notify each Holder of provide a transfer agent and registrar for all Registrable Securities covered by registered pursuant to this Agreement and provide a CUSIP number for all such Registration StatementRegistrable Securities, at any time when a prospectus relating thereto is required to be delivered under in each case not later than the Securities Act, effective date of the 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 existingregistration; (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registrationthe selling Holders, any managing underwriter participating in any distribution disposition pursuant to such registrationregistration 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 records, pertinent corporate documents documents, and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s 's officers, managers directors, employees, and employees independent accountants to supply all information reasonably requested by any such Holderseller, underwriter, attorney, accountant accountant, or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counselagent, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States case, as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep verify the accuracy of the information in such registration or qualification statement and to conduct appropriate due diligence in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subjectconnection therewith; (mi) obtain for delivery to notify each selling Holder, promptly after the Holders of Registrable Securities covered by such Registration Statement and to the underwritersCorporation receives notice thereof, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory time when such registration statement has been declared effective or a supplement to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, any prospectus forming a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date part of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunderhas been filed; and (sj) in after such registration statement becomes effective, notify each selling Holder of any request by the case SEC that the Corporation amend or supplement such registration statement or prospectus. In addition, the Corporation shall ensure that, at all times after any registration statement covering a public offering of an underwritten offering, cause the senior executive officers securities of the Corporation to participate in under the customary “road show” presentations Securities Act shall have become effective, its xxxxxxx xxxxxxx policy shall provide that the Corporation's directors may be reasonably requested by implement a trading program under Rule 10b5-1 of the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoExchange Act.

Obligations of the Corporation. Whenever required under this Agreement to effect In connection with the registration of any the Registrable Securities, the Corporation shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC as soon as practicable a Registration Statement or Statements with respect to such all Registrable Securities to be included therein, and thereafter use its reasonable best efforts to cause such the Registration Statement to become effectiveeffective on or before December 31, and 1997. The Corporation shall keep the Registration Statement effective at all times until such date as is two years after the date such Registration Statement is first ordered effective for by the SEC. In any case, the Registration Statement (xincluding any amendments or supplements thereto and prospectuses contained therein) filed by the lesser Corporation shall not contain any untrue statement of one hundred eighty (180a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that, subject to the conditions set forth in Section 4(a) days below, each Investor may notify the Corporation in writing that it wishes to exclude all or until the Holder or Holders have completed the distribution relating thereto or (y) for a portion of its Registrable Securities from such longer period as may be prescribed herein;Registration Statement. (b) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such the Registration Statement and the prospectus used in connection with such the Registration Statement as may be necessary to keep the Registration Statement effective at all times until such date as is two years after the date such Registration Statement is first ordered effective and to by the SEC, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all securities Registrable Securities of the Corporation covered by such the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such the Registration Statement; (c) permit any Holder that (furnish to each Investor whose Registrable Securities are included in the good faith reasonable judgment of Registration Statement, such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the Holders such numbers number of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and all amendments and supplements thereto and such other documents as they such Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by themsuch Investor; (d) use reasonable efforts to (i) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investors who hold a majority in interest of the Registrable Securities being offered reasonably request, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times until such date as is the earlier of three years after the date such Registration Statement is first ordered effective by the SEC or is three years after the Investor acquired the Shares and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Corporation shall not be required in connection therewith or as a condition thereto to (I) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (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 more than nominal expense or burden to the Corporation or (V) make any change in its charter or by-laws, which in each case the Board of Directors of the Corporation determines to be contrary to the best interests of the Corporation and its shareholders; (e) in the event Investors who hold a majority in interest of any underwritten public the Registrable Securities being offered in the offering select underwriters for the offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter(s) underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (f) as promptly as practicable after becoming aware of such event, notify each Holder of Investor who holds Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements being sold pursuant to such Registration Statement or such prospectus or for additional information; (g) 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, registration of the happening of any event of which the Corporation has knowledge, as a result of which the prospectus included in such the 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 therein, in the light of the circumstances then existing; (h) upon the occurrence of any event contemplated by Section 6(g) aboveunder which they were made, not misleading, and use its best efforts promptly to prepare a supplement or post-effective amendment to the Registration Statement to correct such untrue statement or omission, and deliver a number of copies of such supplement or amendment to the related prospectus or any document incorporated or deemed to be incorporated therein by referenceeach Investor as such Investor may reasonably request; (g) as promptly as practicable after becoming aware of such event, or file any other required document so that, as thereafter delivered to the purchasers of the notify each Investor who holds Registrable Securities being sold thereunderpursuant to such registration (or, such Registration Statement will not include in the event of an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make underwritten offering, the statements therein not misleading; (imanaging underwriters) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the or other suspension of effectiveness of such the Registration Statement or any order at the earliest possible time; (h) permit a single firm of counsel designated as selling shareholders' counsel by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification Investors who hold a majority in interest of the Registrable Securities for offering or sale being sold pursuant to such registration to review the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC, and shall not file any document in any jurisdiction or a form to which such counsel reasonably objects; (i) make generally available to its shareholders as soon as practicable, all periodic filings pursuant to the initiation or threatening Securities Exchange Act of any proceeding for such purpose1934; but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Corporation's fiscal quarter next following the date of the Registration Statement; (j) use its reasonable best efforts at the request of the Investors who hold a majority in interest of the Registrable Securities being sold pursuant to prevent such registration, furnish on the issuance of any stop order suspending date that Registrable Securities are delivered to an underwriter for sale in connection with the effectiveness of any Registration Statement or (i) a letter, dated such date, from the Corporation's independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters; and (ii) an opinion, dated such date, from counsel representing the Corporation for purposes of any order preventing or suspending such Registration Statement, in form and substance as is customarily given in an underwritten public offering, addressed to the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicableunderwriters and Investors; (k) make available for inspection by each Holder including any Investor whose Registrable Securities in are being sold pursuant to such registration, any underwriter participating in any distribution disposition pursuant to such registrationthe Registration Statement, and any attorney, accountant or other agent retained by any such Holder Investor or underwriterunderwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the CorporationCorporation (collectively, the "Records"), as such parties may shall be reasonably requestnecessary to enable each Inspector to exercise its due diligence responsibility, and cause the Corporation’s 's officers, managers directors and employees to supply all information which any Inspector may reasonably requested by request for purposes of such due diligence; provided, however, that each Investor and each Inspector shall hold in confidence and shall not make any disclosure (except to an Investor) of any Record or other information which the Corporation determines in good faith to be confidential, and of which determination the Investors or Inspectors, respectively, are so notified, unless (i) the disclosure of such Holder, underwriter, attorney, accountant Records is necessary to avoid or agent correct a misstatement or omission in connection with such any Registration Statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction or (iii) the information in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Corporation shall not be required to disclose any confidential information in such Records to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Corporation) with the Corporation with respect thereto, substantially in the form of this Section 3(k). Each Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Corporation and allow the Corporation, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. The Corporation shall hold in confidence and shall not make any disclosure of information concerning an Investor provided to the Corporation pursuant to Section 4(e) hereof unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction or (iv) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Corporation agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to such Investor, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information; (l) use its reasonable best efforts either to register or qualify, and cooperate with secure designation of all the Holders of Registrable Securities covered by such the Registration StatementStatement as a National Association of Securities Dealers Automated Quotations System ("NASDAQ") "Small Cap" or, if, despite the Corporation's best efforts to satisfy the preceding clause, the underwriters, if any, and their respective counsel, Corporation is unsuccessful in connection with satisfying the registration or qualification of preceding clause to secure such a listing for such Registrable Securities for offer and sale under and, without limiting the “Blue Sky” or securities laws of each state and other jurisdiction generality of the United States foregoing, to arrange for at least three market makers to register with the National Association of Securities Dealers, Inc. ("NASD") as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable with respect to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subjectRegistrable Securities; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar registrar, which may be a single entity, for all the Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such the Registration Statement; (qn) cooperate with Holders including the Investors who hold Registrable Securities in such registration being sold and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be soldsold pursuant to the denominations or amounts as the case may be, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders the managing underwriter or underwriters, if any, or the managing underwriters Investors may request at least two reasonably request; and, within five business days after a Registration Statement which includes Registrable Securities is ordered effective by the SEC, the Corporation shall deliver, and shall cause legal counsel selected by the Corporation to deliver, to the transfer agent for the Registrable Securities (2with copies to the Investors whose Registrable Securities are included in such Registration Statement) Business Days prior instructions to any sale the transfer agent to issue new share certificates without a legend and an opinion of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying such counsel that the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereundershares have been registered; and (so) in take all other reasonable actions necessary to expedite and facilitate disposition by the case of an underwritten offering, cause the senior executive officers Investor of the Corporation Registrable Securities pursuant to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoRegistration Statement.

Obligations of the Corporation. Whenever If and whenever the Corporation is required under this Agreement by the provisions of Section 8.1(b) or (c) hereof to use its commercially reasonable efforts to effect the registration of any of Registrable SecuritiesSecurities under the Securities Act, the Corporation shallwill, as expeditiously as reasonably possible: (ai) prepare and file with the SEC Securities and Exchange Commission (the “SEC”) a registration statement on the appropriate form and in compliance in all material respects with the Securities Act (the “Registration Statement with respect to Statement”) covering such Registrable Securities Securities, and use its reasonable best efforts to cause such have the Registration Statement to become effective, and keep such Registration Statement declared effective for (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed hereinpromptly as practicable; (bii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to keep such the Registration Statement effective (including, without limitation, any amendments or supplements which may be required as a result of any changes in any Holder’s plan of distribution) until the earlier of (1) such time as all the Registrable Securities have been sold by the Holders or (2) such time as the Registrable Securities will no longer be required to be registered for the resale thereof by any Holder by reason of Rule 144 of the SEC under the Securities Act or any other rule of similar effect; provided, however, that the Corporation in good faith, may delay the filing of any amendment or supplement to the Registration Statement for a reasonable period of time, not to exceed 90 days, in order to permit the Corporation (A) to effect disclosure or disposition or consummation of any transaction requiring confidential treatment which is being actively pursued at such time and which would require disclosure in the Registration Statement or (B) to negotiate, effect or complete any transaction which the Corporation reasonably believes might be jeopardized, delayed or made more costly to the Corporation by disclosure in the Registration Statement; (iii) advise the Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, of the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose if such stop order, suspension or proceeding would prohibit the resale of the Registrable Securities by any Holder; and it will promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued; (iv) use its reasonable best efforts to furnish to the Holders with respect to the Registrable Securities registered on the Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of the prospectus included in the Registration Statement (the “Prospectus”) in conformity with the requirements of the Securities Act and such other documents as the Holders may reasonably request, in order to facilitate the resale of all or any of the Registrable Securities by the Holders, it being understood and agreed that the Holders will comply with the provisions of the Securities Act and of such other securities or state securities laws (“Blue Sky”) as may be applicable to selling stockholders in connection with respect to any use of the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration StatementProspectus; (cv) permit any Holder that (in within the good faith reasonable judgment of such Holder) might be deemed to be time during which a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish to the Holders such numbers of copies of the Registration Statement and the related Prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the 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; (e) 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; (f) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto Prospectus is required to be delivered under the Securities Act, comply as far as it is able with all requirements imposed upon it by the Securities Act, as now and hereafter amended, and by the rules and regulations, as from time to time in force, so far as necessary to permit the continuance of sales of the happening of Registrable Securities as contemplated by the provisions hereof and the Prospectus. If during such period any event occurs as a result of which the prospectus included in such Registration Statement, Prospectus as then in effect, includes an untrue statement of a material fact amended 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; (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will not supplemented would 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 therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act, the Corporation will promptly notify the Holders and will, subject to the proviso in clause (ii) above, amend the Registration Statement or supplement the Prospectus so as to correct such statement or omission or effect such compliance and will immediately notify the Holders of the filing and effectiveness of each amendment to the Registration Statement and the filing of each supplement to the Prospectus; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (j) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (lvi) use its reasonable best efforts to register or qualify, and cooperate with qualify the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction such jurisdictions as any of the United States as any such Holder or underwriters, if any, or their respective counsel Holders may reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep continue such registration or qualification qualifications in effect for such period so long as required by the Registration Statement is kept effective pursuant to this Section 2(b) and Section 2(c)8.1, as applicable; provided, except that the Corporation shall not be required in connection therewith to qualify generally as a foreign corporation or to do business in any jurisdiction where it is not then so qualified or take any action which would subject it execute a general consent to taxation or service of process in any such jurisdiction where it is not then so subjectjurisdiction; (mvii) obtain for delivery to if the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated forman underwritten offering, the Corporation will furnish, at the request of the selling Holder(s), on the date that such certificates Registrable Securities are delivered to be the underwriters for sale in an underwritten public offering (1) an opinion, dated as of such denominations date, of counsel for the Corporation for the purposes of such registration, addressed to the underwriters, in a customary form and registered covering maters of the type customarily covered in opinions of issuer’s counsel delivered to the underwriters in underwritten public offerings, and such names other legal matters as such Holders or the managing underwriters underwriter may request at least two reasonably request, and (2) Business Days a “comfort” letter, dated as of such date, signed by the independent public accountants of the Corporation who have certified the Corporation’s financial statements included in such registration statement, addressed to the underwriters, in a customary form and covering matters of the type customarily covered in accountants’ “comfort” letters delivered to the underwriters in underwritten public offerings and such other financial information (including information as to the period ending not more than five (5) business days prior to any sale the date of such letter) as such underwriter may reasonably request; and, with each Holder, enter into customary agreements (including an underwriting agreement in customary form) and take such other actins as are reasonably required in order to expedite or facilitate the disposition of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, Securities in an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunderunderwritten offering; and (sviii) bear all expenses in connection with the case procedures in this Section 8.1 (including without limitation all federal and state registration, qualification and filing fees, printing expenses, fees and disbursements of an underwritten offeringcounsel for the Corporation, cause blue sky fees and expenses and the senior executive officers expense of any special audit incident to or required by any such registration), other than underwriting discounts, selling commissions, and fees and the expenses, if any, of counsel or other advisers to any of the Corporation to participate in the customary “road show” presentations that may Holders, which shall be reasonably requested borne by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related theretoHolders.

Obligations of the Corporation. Whenever required under this Agreement to effect In connection with the registration of any Registrable Securitiespursuant to Section 2.1, the Corporation shall, as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC a Registration Statement registration statement with respect to such the Registrable Securities (such filing to occur not later than the time referred to in Section 2.1) and use its reasonable best efforts to cause such Registration Statement registration statement to become effectiveeffective on the earlier to occur of (i) 90 days following the final closing of the Offering or, in the case of SEC review, 120 days following the Final Closing and (ii) five days following the date of SEC clearance to request effectiveness of the registration statement, and keep such Registration Statement registration statement effective for (x) and the lesser of one hundred eighty (180) days or related prospectus current until the distribution is completed, but not more than two years or such earlier date as any of the Registrable Securities become eligible for sale pursuant to Rule 144(k) under the Securities Act, provided that such two year period shall be extended for a period of time equal to the period the Holder or Holders have completed the distribution relating thereto or (y) for refrains from selling any Registrable Securities included in such longer period as may be prescribed herein;registration statement due to circumstances described in Section 2.3(f). (b) prepare Prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement in accordance with the intended methods of disposition by sellers thereof set forth in such Registration Statement;registration statement. (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (d) furnish Furnish to the Holders such numbers number of copies of the Registration Statement and the related Prospectusa prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and all amendments and supplements thereto, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them;them that are included in such registration. (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 reasonably requested by the Holders, provided, however, that the Corporation 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 unless the Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. (e) 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;[Intentionally omitted]. (f) notify Notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) notify each Holder of Registrable Securities covered by such Registration Statement, registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in Act if such Registration Statementregistration 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;existing and, following such notification, promptly deliver to each Holder copies of all amendments or supplements referred to in paragraphs (b) and (c) of this Section 2.3. (g) Furnish, at the request of Holders of a majority of the Registrable Securities (other than the Holders of Broker Warrants), on the date that the registration statement becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Corporation for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering addressed to the Holders and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to Holders of a majority of the Registrable Securities (other than Holders of Broker Warrants), addressed to the Holders. (h) upon Use its best efforts to list the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof registration statement with any securities exchange or interdealer quotation system on which the Common Stock is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement then listed or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;quoted. (ji) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (k) make Make available for inspection by each Holder including seller of Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registrationSecurities, and any attorney, accountant or other agent retained by such Holder or underwriterseller (an “Advisor”), all financial and other records, pertinent corporate documents and properties of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers directors and employees to supply all information reasonably requested by any such Holder, underwriterseller, attorney, accountant or agent in connection with such Registration Statement; (l) use its reasonable best efforts to register or qualifyregistration statement. Such seller will keep, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable will cause its Advisors to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicable; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject; (m) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated formkeep, such certificates information confidential subject to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto4.14.

Obligations of the Corporation. Whenever required under this Agreement In addition to effect the registration of any Registrable Securitiesperforming its obligations hereunder, including without limitation those pursuant to Section 2 above, the Corporation shall, as expeditiously as reasonably possible:with respect to each Registration Statement described in Section 2(a): (a) 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 (x) the lesser of one hundred eighty (180) days or until the Holder or Holders have completed the distribution relating thereto or (y) for such longer period as may be prescribed herein; (b) prepare and file with the SEC Commission such amendments and supplements to such the Registration Statement and the prospectus used in connection with such the Registration Statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities 1933 Act with respect or to maintain the disposition effectiveness of all securities covered by such the Registration Statement during the Registration Period, or as may be reasonably requested by a Holder in accordance with the order to incorporate information concerning such Holder or such Holder's intended methods method of disposition by sellers thereof set forth in such Registration Statementdistribution; (c) permit any Holder that (in the good faith reasonable judgment of such Holder) might be deemed to be a controlling person of the Corporation to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Corporation in writing, that in the reasonable judgment of such Holder and its counsel should be included; (db) furnish to the Holders each Holder such numbers number of copies of the prospectus included in the Registration Statement and the related ProspectusStatement, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities 1933 Act, and such other documents as they such Holder may reasonably request in order to facilitate the disposition of such Holder's Registrable Securities owned by themSecurities; (ec) use commercially reasonable efforts to register or qualify the Registrable Securities under the securities or “blue sky” laws of such jurisdictions within the United States as shall be reasonably requested from time to time by a Holder, and do any and all other acts or things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; provided that the Corporation 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 or to subject itself to taxation in any such jurisdiction; (d) in the event of any an underwritten public offeringoffering of the Registrable Securities, enter into (together with all Holders proposing to distribute Registrable Securities through such underwriting) and perform its obligations under an underwriting agreement, in usual and customary formform reasonably acceptable to the Corporation, with the managing underwriter(s) underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (fe) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably possible immediately after notice thereof is received by the Corporation of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information; (g) 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, becoming aware of the happening occurrence of any event (but shall not, without the prior written consent of such Holder, disclose to such Holder any facts or circumstances constituting material non-public information) as a result of which the prospectus included in such the Registration Statement, as then in effect, includes an untrue statement is no longer compliant with the 1933 Act, and as promptly as practicable prepare and file with the Commission and furnish to each Holder a reasonable number of copies of a material fact new, amended or omits to state a material fact required to be stated therein or necessary supplemented prospectus that complies with the 1933 Act, and in the meantime keep each Holder informed of the status of the Corporation’s efforts to make the statements therein not misleading in prospectus compliant with the light of the circumstances then existing1933 Act; (h) upon the occurrence of any event contemplated by Section 6(g) above, promptly prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Registration Statement will 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; (i) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Corporation of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (jf) use its all commercially reasonable best efforts to prevent the issuance of any stop order or other order suspending the effectiveness of any the Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such an order is issued, to obtain the withdrawal thereof at the earliest possible time and to notify each Holder of any the issuance of such order as soon as practicableand the resolution thereof; (kg) make available for inspection by furnish to each Holder including Registrable Securities in Holder, on the date that the Registration Statement, or any successor registration statement, becomes effective, a letter, dated such registrationdate, any underwriter participating in any distribution pursuant addressed to such registrationHolder, and any attorneyconfirming such effectiveness and, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties to the knowledge of the Corporation, as such parties may reasonably request, and cause the Corporation’s officers, managers and employees to supply all information reasonably requested by absence of any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statementstop order; (lh) use provide to each Holder and its representatives the reasonable best efforts opportunity to register conduct a reasonable inquiry of the Corporation's financial and other records during normal business hours and make available its officers, directors and employees for questions regarding information which such Holder may reasonably request in order to fulfill any due diligence obligation on its part, subject, however, to the execution and delivery to the Corporation by such Holder of a customary non-disclosure agreement and provided that the Corporation shall not disclose any material non-public information to such Holder absent such Holder's written request therefor; (i) permit counsel for each Holder, at such Holder's expense, to review the Registration Statement and all amendments thereto, and any comments made by the staff of the Commission concerning such Holder and the Corporation's responses thereto, within a reasonable period of time prior to the filing thereof with the Commission (or, in the case of comments made by the staff of the Commission, within a reasonable period of time following the receipt thereof by the Corporation); (j) hold in confidence and not make any disclosure of information concerning a Holder provided to the Corporation if at the time such information is provided the Corporation is notified of the confidential nature of such information unless (i) disclosure of such information is necessary to comply with federal or qualifystate securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement that includes such Holder’s Registrable Securities, (iii) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, (iv) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement, or (v) such Holder consents to the form and content of any such disclosure. The Corporation shall, upon learning that disclosure of any information concerning an Holder is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to such Holder prior to making such disclosure, and cooperate with the Holders of Registrable Securities covered by such Registration StatementHolder, at the underwriters, if any, and their respective counselHolder’s expense, in connection with the registration or qualification of such Registrable Securities for offer and sale under the “Blue Sky” or securities laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if anytaking appropriate action to prevent disclosure of, or their respective counsel reasonably request in writingto obtain a protective order for, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 2(b) and Section 2(c), as applicableinformation; provided, that the Corporation shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or service of process in any such jurisdiction where it is not then so subject;and (mk) obtain for delivery to the Holders of Registrable Securities covered by such Registration Statement and to the underwriters, if any, an opinion or opinions from counsel for the Corporation, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such holders or underwriters, as the case may be, and their respective counsel; (n) in the case of an underwritten offering, obtain for delivery to the Corporation and the underwriters, with copies to the Holders of Registrable Securities included in such Registration, a “comfort letter” from the Corporation’s independent certified public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; (o) use its reasonable best efforts to list the Registrable Securities that are covered by such Registration Statement with any national securities exchange or automated quotation system on which the Shares are then listed; (p) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement; (q) cooperate with Holders including Registrable Securities in such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, if such Registrable Securities are to be sold in certificated form, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities; (r) use its reasonable best efforts to comply with all applicable securities laws related to the Registration Statement and make available to its Holdersoffering and sale of Registrable Securities and all applicable rules and regulations of governmental authorities in connection therewith, as soon as reasonably practicableincluding, an earnings statement satisfying without limitation, the provisions of Section 11(a) of 1933 Act and the Securities 1934 Act and the rules and regulations promulgated thereunder; and (s) in the case of an underwritten offering, cause the senior executive officers of the Corporation to participate in the customary “road show” presentations that may be reasonably requested by the underwriters and otherwise to facilitate, cooperate with and participate in each proposed offering contemplated herein and customary selling efforts related thereto.