Common use of Registration Generally Clause in Contracts

Registration Generally. Whenever required under this Article 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 with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to 120 days; (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 comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement; (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 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 the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. 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 at any time when a prospectus relating thereto is required to be delivered under the 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 statement therein not misleading in light of the circumstances then existing; (g) Cooperate with the selling Holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least 3 days prior to any sale of Registrable Securities to the underwriters; (h) 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; (i) 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; and (j) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Article 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Article 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 underwriters, if any, and to the Holders requesting registration of 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 underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

Registration Generally. Whenever If and when the Company shall be required under this Article 2 to effect the registration of any Registrable SecuritiesSecurities under the Securities Act pursuant to this Section 4, the Corporation shallCompany will use its best efforts to effect such registration to permit the sale of such” Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto it will, as expeditiously as reasonably possible: (a) Prepare before filing a Registration Statement or prospectus or any amendments or supplements thereto, furnish to the Employee and file with the SEC underwriters, if any, copies of all such documents proposed to be filed, which documents will be made available, on a registration statement with respect to such Registrable Securities timely basis, for review by Employee and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to 120 daysunderwriters and their respective legal counsel; (b) Prepare prepare and file with the SEC Commission such amendments and post-effective amendments to any Registration Statement, and such supplements to such registration statement and the prospectus used in connection with such registration statement prospectus, as may be reasonably requested by the Employee or any underwriter of Registrable Securities or as may be required by the rules, regulations, or instructions applicable to the registration form utilized by the Company or by the Securities Act, the Exchange Act or otherwise necessary to comply with keep such Registration Statement effective for a period of not less than 120 days following the provisions effective date of the Act with respect respective Registration Statement and cause the prospectus as so supplemented to be filed pursuant to Rule 424 under the disposition of all securities covered by such registration statementSecurities Act; (c) Furnish notify the Employee and the managing underwriters, if any, promptly and (if requested by any such person) confirm such advice in writing: (i) when the prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to the Holders such numbers of copies of a prospectusRegistration Statement or any post-effective amendment, including a preliminary prospectus, in conformity with when the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by themsame has become effective; (dii) 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 any request by the Holders, provided that Commission for amendments or supplements to the Corporation shall not be required in connection therewith Registration Statement or as a condition thereto to qualify to do business the prospectus or to file a general consent to service of process in any such states or jurisdictionsfor additional information; (eiii) In of the event issuance by the Commission of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with stop order suspending the managing underwriter effectiveness of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreementthe Registration Statement or the initiation of any proceedings for that purpose; (fiv) Notify each Holder of Registrable Securities covered by such registration statement if at any time when a prospectus relating thereto is required the representations and warranties of the Company contemplated by paragraph (m) below, to the knowledge of the Company, cease to be delivered under the Act true and correct; (v) of the happening receipt by the Company of any event as a result notification with respect to the suspension of which the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (vi) of the existence of any fact which, to the knowledge of the Company, results in the Registration Statement, the prospectus included in such registration statement, as then in effect, includes or any document incorporated therein by reference containing an untrue statement of a material fact or omits omitting to state a material fact required to be stated therein or necessary to make the statement statements therein not misleading in light misleading; (d) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the circumstances then existingRegistration Statement or any qualification referred to in paragraph (c) at the earliest possible moment; (e) if reasonably requested by the managing underwriter or underwriters or Employee, immediately incorporate in a prospectus supplement or post-effective amendment such necessary information as the managing underwriters or Employee reasonably requests to have included therein relating to the plan of distribution with respect to such Registrable Securities, including, without limitation, information with respect to the amount of other Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; (f) at the request of Employee, furnish to Employee, without charge, at least one signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (g) Cooperate deliver to Employee and the underwriters, if any, without charge, as many copies of the Registration Statement, each prospectus (including each preliminary prospectus) and any amendment or supplement thereto (in each case including all exhibits, except that the Company shall not be obligated to furnish Employee more than 3 copies of such exhibits other than incorporation documents), as he may reasonably request, together with such documents incorporated by reference in such Registration Statement or prospectus, and such other documents as he may reasonably request in order to facilitate the disposition of his Registrable Securities covered by such registration statement; the Company consents to the use of each prospectus or any amendment or supplement thereto by Employee and the underwriters, if any, in connection with the selling Holders offering and sale of the Registrable Securities covered by each prospectus or any amendment or supplement thereto; (h) cooperate with the Employee and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least 3 days prior to any sale of Registrable Securities to the underwriters; (hi) Cause all use its best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such United States, state and local governmental agencies or authorities as may be necessary to enable the Employee or the underwriters, if any, to consummate the disposition of such Registrable Securities; (j) if any fact contemplated by Section 4.04 (c)(vi) above shall exist, promptly notify Employee and prepare and furnish a supplement or post-effective amendment to the Registration Statement or the related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (k) cause all Registrable Securities registered pursuant hereunder covered by the Registration Statement to be listed on each securities exchange on which similar securities issued by of the Corporation same class are then listed, if any; (i1) 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; andthe applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities; (jm) Use its best efforts enter into agreements (including underwriting agreements) and take all other appropriate actions in order to furnish, at expedite or facilitate the request disposition of any Holder requesting registration of Registrable Securities pursuant to this Article 2, on the date that such Registrable Securities are delivered to the underwriters for sale and in connection with a registration pursuant to this Article 2such connection, if such securities are being sold through underwriters, or, if such securities are whether or not being sold through underwriters, on the date that an underwriting agreement is entered into and whether or not the registration statement with respect to such securities becomes effective, is an underwritten registration; (i) an opinion, dated make such date, of representations and warranties to the counsel representing the Corporation for the purposes of such registration, in form Employee and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, in form, substance and scope as are customarily made by issuers to the Holders requesting registration of Registrable Securities and underwriters in primary underwritten offerings; (ii) a letter dated obtain opinions of counsel to the Company and updates thereof, which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and Employee, covering the matters customarily covered in opinions requested in underwritten offerings and such date, other matters as may be reasonably requested by Employee and such underwriters; (iii) obtain so-called “cold comfort” letters and updates thereof from the Company’s 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, addressed to the Employee and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters to underwriters in connection with primary underwritten offerings; and (iv) deliver such documents and certificates as may be reasonably requested by Employee, or the managing underwriters, if any, to evidence compliance with paragraph (m) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at the effectiveness of such Registration Statement, each closing under any underwriting or similar agreement as and to the Holders requesting registration extent required thereunder and from time to time as may reasonably be requested by Employee in connection with the disposition of Registrable SecuritiesSecurities pursuant to such Registration Statement, all in a manner consistent with customary industry practice; (n) make available all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representatives, underwriter, attorney or accountant in connection with the Registration, with respect to each at such time or times as the person requesting such information shall reasonably determine; provided, however, that any records, information or documents that are designated by the Company in writing as confidential shall be kept confidential by such persons unless disclosure of such records, information or documents is required by court or administrative order or applicable law or otherwise becomes public without breach of the provisions of this paragraph (n); (o) otherwise comply with the Securities Act, the Exchange Act, all applicable rules and regulations of the Commissions and all applicable Blue Sky laws and other securities laws, rules and regulations, and make generally available to its security holders, earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than 30 days after the end of any twelve month period (or 60 or 90 days if the end of such 12-month period coincides with the end of a fiscal quarter or fiscal year, respectively) of the Company (i) commencing at the end of any month in which Registrable Securities are sold to underwriters in an underwritten offering, or if not sold to underwriters in such an offering, (ii) beginning with the first month commencing after the effective date of the Registration Statement, which statements shall cover said twelve month period; (p) cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc. (“NASD”) and in the performance of any due diligence investigation by any underwriter; and (q) promptly prior to filing of any document which is being prepared for incorporation by reference into the Registration Statement (after the initial filing of the Registration Statement), provide copies of such document to counsel for Employee and to the managing underwriters, if any, make the Company’s representatives available for discussion of such document, and make such changes in such document prior to the filing thereof as counsel for Employee or such underwriters may reasonably request.

Registration Generally. Whenever If and when the Company shall be required under by the provisions of this Article 2 Section 1 to effect the registration of any Registrable SecuritiesSecurities under the Securities Act, the Corporation Company shall, as expeditiously as reasonably possible: (a) Prepare 1.3.1 prepare and file with the SEC a registration statement under the Securities Act on Form X-0, X-0 or S-3 (or on any other form for the general registration of securities) with respect to such the Registrable Securities being registered, and use its best efforts to cause such the registration statement to become effective; provided, andhowever, upon that before filing the request of registration statement and any amendment or supplement thereto, the Holders of a majority Company shall furnish to the holders of the Registrable Securities being registered thereunderor, keep if requested by such registration statement effective for up holders, to 120 dayscounsel selected by such holders, copies of all documents proposed to be filed, which documents shall be subject to the review and approval of such counsel, which approval shall not be unreasonably withheld or delayed; (b) Prepare 1.3.2 prepare and file with the SEC Securities and Exchange Commission (the "Commission") such amendments and supplements to such the registration statement and the prospectus used in connection with such registration statement therewith as may be necessary to keep the registration statement effective for a period of one hundred eighty (180) days from the effective date of the applicable registration statement or such shorter period agreed upon by the Company and the holders of a majority of the Registrable Securities being registered, and to comply with the provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the disposition offer of all securities the Registrable Securities covered by such the registration statementstatement during the period required for distribution of the Registrable Securities; (c) Furnish 1.3.3 furnish to the Holders holders of Registrable Securities being registered such numbers number of printed copies of a the registration statement and of each amendment and supplement thereto, the prospectus included in the registration statement (including each preliminary prospectus and any summary prospectus), including a preliminary prospectus, the documents incorporated by reference in conformity with the requirements of the Act, registration statement or prospectus and such any other documents as they such holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned covered by themthe registration statement, in conformity with the requirements of the Securities Act; (d) Use 1.3.4 use its best efforts to register and or qualify the securities Registrable Securities covered by such the registration statement under such other the securities or Blue Sky blue sky laws of in such jurisdictions within the United States as shall be the holders may reasonably requested by the Holdersrequest; provided however, provided that the Corporation Company shall not be required in connection therewith or as a condition thereto obligated to qualify its business in any jurisdiction where it is not then so qualified or otherwise required to do business be so qualified or to file a general consent take any action which would subject it to the service of process in any suits other than those arising out of such states or jurisdictionsregistrations; (e) In 1.3.5 furnish to the event holders of the Registrable Securities being registered and, in the case of any registration pursuant to Section 1.2 which is an underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with to the managing underwriter thereof, a signed counterpart of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such customary closing documents including (A) an agreement; (f) Notify each Holder opinion of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under counsel for the Act of the happening of any event as a result of which the prospectus included in such registration statementCompany, 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 statement therein not misleading in light of the circumstances then existing; (g) Cooperate with the selling Holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least 3 days prior to any sale of Registrable Securities to the underwriters; (h) 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; (i) 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 dated the effective date of such registration; and (j) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Article 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Article 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 registrationor, in form and substance as is customarily given to underwriters in an the case of any underwritten public offering, addressed to the date of closing with the underwriters, if any, and to the Holders requesting registration of Registrable Securities ) and (iiB) 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 underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.so-called

Registration Generally. Whenever If and when ATC shall be required under by the ---------------------- provisions of this Article 2 Section to effect the registration of any Registrable SecuritiesSecurities under the Securities Act, ATC will use its reasonable business efforts to effect such registration to permit the Corporation shallsale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto it will, subject to the provisions of Section 1(d) and 1(e), as expeditiously as reasonably possible: (ai) Prepare before filing a Registration Statement or Prospectus or any amendments or supplements thereto, furnish to the holders of the Registrable Securities covered by such Registration Statement and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be made available, on a timely basis, for review by such holders and underwriters, and their respective counsel, and ATC will not file any Registration Statement or amendment thereto or any Prospectus or any supplement thereto to which the holders of not less than a majority in value (based upon the proposed public offering price) of the Registrable Securities covered by such Registration Statement or the managing underwriters, if any, shall reasonably have objected; (ii) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to 120 days; (b) Prepare and file with the SEC Commission such amendments and post- effective amendments to any Registration Statement, and such supplements to such registration statement and the prospectus used in connection with such registration statement Prospectus, as may be reasonably requested by any holder of Registrable Securities included in such Registration Statement or any underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form utilized by ATC or by the Securities Act, the Exchange Act or otherwise necessary to keep such Registration Statement effective for the applicable period and cause the Prospectus as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 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 the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. 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 at any time when a prospectus relating thereto is required to be delivered under Registration Statement during the Act of the happening of any event as a result of which the prospectus included applicable period 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 statement therein not misleading in light of the circumstances then existing; (g) Cooperate accordance with the selling Holders intended method or methods of Registrable Securities and disposition by the managing underwriters, if any, to facilitate the timely preparation and delivery holders of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be set forth in such denominations and registered in such names Registration Statement or Prospectus as the managing underwriters may request at least 3 days prior to any sale of Registrable Securities to the underwritersso supplemented; (h) 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; (i) 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; and (j) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Article 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Article 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 underwriters, if any, and to the Holders requesting registration of 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 underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

Registration Generally. Whenever If and when the Company shall be required under by the provisions of this Article 2 Section 12 to effect the registration of any Registrable Securitiesthe Shares and/or Issued Option Shares under the Securities Act, the Corporation Company shall, as expeditiously as reasonably possible: (a) Prepare 12.4.1 prepare and file with the SEC a registration statement under the Securities Act on Form F-1, Form F-2 or Form F-3 with respect to such Registrable Securities the Shares and/or Issued Option Shares required to be registered, and use its best efforts to cause such registration statement to become effective; provided, andhowever, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep that before filing such registration statement effective for up and any amendment or supplement thereto, the Company shall furnish to 120 daysthe Purchaser or, if requested by the Purchaser, to counsel selected by the Purchaser, copies of all documents proposed to be filed, which documents in case of registration pursuant to Section 12.1 shall be subject to the review and reasonable approval of the Purchaser and/or such counsel; (b) Prepare 12.4.2 prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement therewith as may be necessary to keep such registration statement effective for a period of ninety (90) days from the effective date of the applicable registration statement or such shorter period agreed upon by the parties hereto, and to comply with the provisions of the Securities Act and the Exchange Act, with respect to the disposition offer of all securities the Shares and/or Issued Option Shares covered by such registration statementstatement during the period required for distribution of the Shares and/or Issued Option Shares; (c) Furnish 12.4.3 furnish to the Holders Purchaser such numbers number of printed copies of such registration statement and of each such amendment and supplement thereto, such number of copies of a the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), including a preliminary prospectus, such documents incorporated by reference in conformity with the requirements of the Act, such registration statement or prospectus and such other documents as they the Purchaser may reasonably request in order to facilitate the disposition of Registrable the Shares and/or Issued Option Shares covered by such registration statement in conformity with the requirements of the Securities owned by themAct; (d) Use 12.4.4 use its best efforts to register and or qualify the securities Shares and/or Issued Option Shares covered by any such registration statement under such other securities or Blue Sky blue sky laws of in such jurisdictions within the United States as shall be the Purchaser may reasonably requested by the Holdersrequest; provided, provided however, that the Corporation Company shall not be required in connection therewith or as a condition thereto obligated to qualify its business in any jurisdiction where it is not then so qualified or otherwise required to do business be so qualified or to file a general consent take any action which would subject it to service of process in any suits other than those arising out of such states or jurisdictionsregistrations; 12.4.5 furnish to the Purchaser and, in the case of any registration pursuant to Subsection 12.1 above, which is an underwritten offering, to the managing underwriters thereof, a signed counterpart of customary closing documents, including (eA) In an opinion of counsel for the event Company, dated the effective date of such registration statement (or, in the case of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, the date of closing with the managing underwriter of such offering. Each Holder participating underwriters) and (B) a so-called "cold comfort" letter signed by the independent public accountants who have certified the Company's financial statements included in such underwriting shall also enter into and perform its obligations under such an agreement; (f) Notify each Holder of Registrable Securities covered by registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in connection with underwritten public offerings of securities; 12.4.6 immediately notify the Purchaser at any time when when, upon the actual knowledge of the Company, a prospectus relating thereto to the registration of the Shares and/or Issued Option Shares is required to be delivered under the Act 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 required to be stated therein or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of the Purchaser, prepare and furnish to the Purchaser a reasonable number of copies of a supplement to or an amendment of such a prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Shares and/or Issued Option Shares, such prospectus shall not include an untrue statement of a material fact required to be stated therein or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (g) Cooperate 12.4.7 otherwise use its best efforts to comply with the selling Holders Securities Act, Exchange Act and all applicable rules and regulations of Registrable Securities the Commission, and the managing underwritersmake available to its securities holders, if anyas soon as reasonably practicable, to facilitate the timely preparation and delivery an earnings statement covering a period of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least 3 days prior twelve (12) months, but not more than eighteen (18) months, beginning with the first month of the first fiscal quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and 12.4.8 use its best efforts to any sale of Registrable Securities to list the underwriters; (h) Cause all such Registrable Securities registered pursuant hereunder to be listed Shares and/or Issued Option Shares on each securities exchange or Over the Counter Market on which similar securities issued by of the Corporation same class are then listed; (i) Provide , if the Ordinary Shares are not already so listed and if such listing is then permitted under the rules of such exchange, and to provide, if appropriate, a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case the Shares and/or Issued Option Shares not later than the effective date of such registration; and (j) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Article 2, on the date that such Registrable Securities are delivered to statement. If requested by the underwriters for sale in connection with any underwritten offering of the Shares and/or Issued Option Shares pursuant to a registration under the provisions of Section 12.1, above, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, customary indemnities. If the Company at any time proposes to register any of its securities under the Securities Act, other than pursuant to this Article 2a request made under Section 12.1 above, if whether or not for sale for its own account, and such securities are being sold to be distributed by or through one or more underwriters, orthe Company shall make reasonable efforts to arrange for such underwriters to include the Shares and/or Issued Option Shares among those securities to be distributed by or through such underwriters. The Purchaser shall be a party to any such underwriting agreement and the representations and warranties by, if such securities are not being sold through underwriters, and the other agreements on the date that part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of the Purchaser. In connection with the preparation and filing of each registration statement with respect registering the Shares and/or Issued Option Shares under the Securities Act pursuant to such securities becomes effectiveSection 12.1, (i) an opinion, dated such date, of the counsel representing 68 69 Company shall give the Corporation for the purposes of such registration, in form Purchaser and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and each of their respective counsel and accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and shall give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers, its counsel and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of the Purchaser and such underwriters or their respective counsel, to conduct, prior to the Holders requesting effectiveness of such registration of Registrable Securities and (ii) statement, a letter dated such date, from reasonable investigation within the independent certified public accountants meaning of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable SecuritiesSecurities Act.

Registration Generally. Whenever If and when the Company shall be required under this Article 2 to effect the registration of any Registrable SecuritiesSecurities under the Securities Act pursuant to this Section 10, the Corporation shallCompany will use its best efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto it will, as expeditiously as reasonably possible: (a) Prepare before filing a Registration Statement or prospectus or any amendments or supplements thereto, furnish to the holders of the Registrable Securities covered by such Registration Statement and file with the SEC underwriters, if any, copies of all such documents proposed to be filed, which documents will be made available, on a registration statement timely basis, for review by such holders and underwriters and their respective legal counsel, and, with respect to such Registrable Securities and use its best efforts any Registration Statement filed pursuant to cause such registration statement the provisions of Section 10.2, the Company will not file any Registration Statement or amendment thereto or any prospectus of any supplement thereto to become effective, and, upon the request of the Holders of which a majority of the holders of the Registrable Securities registered thereundercovered by such Registration Statement or the underwriters, keep such registration statement effective for up to 120 daysif any, shall reasonably object; (b) Prepare prepare and file with the SEC Commission such amendments and post-effective amendments to any Registration Statement, and such supplements to such registration statement and the prospectus used in connection with such registration statement prospectus, as may be reasonably requested by any holder of Registrable Securities or any underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form utilized by the Company or by the Securities Act, the Exchange Act or otherwise necessary to comply with keep such Registration Statement effective for not less than one year (excluding any lock-up period) following the provisions effective date of the Act with respect respective Registration Statement and cause the prospectus as so supplemented to be filed pursuant to Rule 424 under the disposition of all securities covered by such registration statement;Securities Act; and (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 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 the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. 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 at any time when a prospectus relating thereto is required to be delivered under the 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 statement therein not misleading in light of the circumstances then existing; (g) Cooperate with notify the selling Holders holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least 3 days prior to any sale of Registrable Securities to the underwriters; (h) 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; (i) 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; and (j) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Article 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Article 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 underwriters, if any, and to the Holders requesting registration of Registrable Securities promptly and (iiif requested by any such person) a letter dated confirm such date, from the independent certified public accountants of the Corporation, advice in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securitieswriting.

Registration Generally. Whenever If and when the Company shall be required under this Article 2 by the provisions of Sections 1(a) or 1(b) to effect the registration of any Registrable SecuritiesSecurities under the Securities Act, the Corporation shallCompany will use commercially reasonable efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto it will, as expeditiously as reasonably possible: (ai) Prepare use commercially reasonable efforts to cause a Registration Statement that registers such Registrable Securities to become and remain effective for a period of ninety (90) days or, if earlier, until all of such Registrable Securities have been disposed of; (ii) before filing a Registration Statement or Prospectus or any amendments or supplements thereto, furnish to the holders of the Registrable Securities covered by such Registration Statement and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be made available, on a timely basis, for review by such holders and underwriters, and their respective counsel; (iii) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to 120 days; (b) Prepare and file with the SEC Commission such amendments and post-effective amendments to any Registration Statement, and such supplements to such registration statement and the prospectus used in connection with such registration statement Prospectus, as may be required by the rules, regulations or instructions applicable to the registration form utilized by the Company or by the Securities Act, the Exchange Act or otherwise necessary to keep such Registration Statement effective for the applicable period and cause the Prospectus as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 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 the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. 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 Registration Statement during the applicable period in accordance with the intended method or methods of disposition by the holders of such Registrable Securities set forth in such Registration Statement or Prospectus as so supplemented; (iv) notify the selling holders of Registrable Securities and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such advice in writing, A. when the Prospectus or any supplement thereto or amendment or post-effective amendment to the Registration Statement has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, B. of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such Registration Statement or Prospectus or of any request by the Commission for amendments or post-effective amendments to the Registration Statement or supplements to the Prospectus or for additional information, C. of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, D. if at any time when a prospectus relating thereto is required the representations and warranties of the Company contemplated by paragraph (xv) below cease to be delivered under the Act true and correct in all material respects, E. of the happening receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and F. of the existence of any event as a result of which results in the prospectus included in such registration statementRegistration Statement, as then in effect, includes the Prospectus or any document incorporated therein by reference containing an untrue statement of a material fact or omits omitting to state a material fact required to be stated therein or necessary to make the statement statements therein not misleading in light of the circumstances then existingmisleading; (gv) Cooperate use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement or any qualification referred to in paragraph (iv) E. at the earliest possible moment; (vi) if requested by the managing underwriters or a holder of Registrable Securities being sold in connection with an underwritten offering, immediately incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such information as the managing underwriters or the holders of not less than a majority in value (based upon the proposed public offering price) of the Registrable Securities being sold reasonably request to have included therein relating to the plan of distribution with respect to such Registrable Securities, including, without limitation, information with respect to the amount of other Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment promptly after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; (vii) at the request of any selling Holders holder of Registrable Securities, furnish to such selling holder of Registrable Securities and each managing underwriter, if any, without charge, at least one signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (viii) deliver to each selling holder of Registrable Securities and the managing underwriters, if any, without charge, as many copies of the Registration Statement, each Prospectus (including each preliminary prospectus) and any amendment or supplement thereto (in each case including all exhibits, except that the Company shall not be obligated to furnish any such selling holder with more than two copies of such exhibits other than incorporation documents), as such Persons may reasonably request, together with such documents incorporated by reference in such Registration Statement or Prospectus, and such other documents as such selling holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities covered by such registration statement; the Company consents to the use of each Prospectus or any supplement thereto by each selling holder of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by each Registration Statement or any amendment thereto; (ix) prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with the selling holders of Registrable Securities, 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 securities or blue sky laws of such jurisdictions as any selling holder or underwriter reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company will not be required to (A) take such action in any jurisdiction in which officers, directors or major stockholders would be required to escrow shares or agree not to sell any securities in the Company or (B) qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or general taxation in any such jurisdiction where it is not then so subject; (x) cooperate with the selling holders of Registrable Securities and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may reasonably request at least 3 two (2) business days prior to any sale of Registrable Securities to the underwriters; (hxi) Cause all use commercially reasonable efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary or advisable to enable the sellers thereof or the underwriters, if any, to consummate the disposition of such Registrable Securities in the United States; (xii) if any event contemplated by paragraph (iv) F. above shall exist, immediately upon becoming aware thereof notify each holder on whose behalf Registrable Securities have been registered pursuant hereunder and prepare and furnish to such holders a post-effective amendment to the Registration Statement or supplement to the Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (xiii) cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange on which similar securities issued by of the Corporation same class are then listed; (ixiv) 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; and (jthe Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent(s) Use its best efforts to furnish, at with printed certificates or instruments for the request Registrable Securities which are in a form eligible for deposit with Depositary Trust Company and otherwise meeting the requirements of any Holder requesting registration of Registrable Securities pursuant to this Article 2, securities exchange on the date that which such Registrable Securities are delivered listed; (xv) enter into agreements (including underwriting agreements) and take all other appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the offer and sale of the Registrable Securities is an underwritten offering: A. make such representations and warranties to the underwriters for sale in connection with a registration pursuant to this Article 2holders of such Registrable Securities and the underwriters, if any, in form, substance and scope, reasonably satisfactory to such securities are being sold through holders and underwriters, or, if such securities as 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 made by issuers to underwriters in an primary underwritten public offeringofferings; B. use commercially reasonable efforts to obtain opinions and updates thereof of counsel which opinions (in form, addressed scope and substance) shall be reasonably satisfactory to the underwriters, if any, and the holders of not less than a majority in value (based on the proposed public offering price) of the Registrable Securities being sold, addressed to each selling holder and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such holders and underwriters; C. use commercially reasonable efforts to obtain so-called "cold comfort" letters and updates thereof from the Company's independent public accountants addressed to the Holders requesting registration selling holders of Registrable Securities and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters to underwriters in connection with primary underwritten offerings and such other matters as may be reasonably requested by such holders and underwriters; D. if an underwriting agreement is entered into, cause the same to set forth in full the indemnification provisions and procedures of Section 3 (iior such other substantially similar provisions and procedures as the underwriters shall reasonably request) with respect to all parties to be indemnified pursuant to said Section; and E. deliver such documents and certificates as may be reasonably requested by the holders of not less than a majority in value (based on the proposed public offering price) of the Registrable Securities being sold or the underwriters, if any, to evidence compliance with the provisions of this Section 1(c) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at the effectiveness of such Registration Statement, each closing under any underwriting or similar agreement as and to the extent required thereunder and from time to time as may reasonably be requested by any selling holder of Registrable Securities in connection with the disposition of Registrable Securities pursuant to such Registration Statement, all in a manner consistent with customary industry practice; (xvi) make available to (A) each Stockholder that is selling in excess of $10,000,000 of Registrable Securities in such offering (based upon the proposed public offering price of the Registrable Securities proposed to be included), (B) a letter dated such date, from the independent certified public accountants representative of the Corporationholders of not less than a majority in value (based on the proposed public offering price) of the Registrable Securities (excluding any holder specified in clause (A) above), (C) any underwriter participating in any disposition pursuant to such Registration Statement, and (D) any attorney or accountant retained by such holders or underwriter, all pertinent financial, corporate and other records and documents of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such holder, representative, underwriter, attorney or accountant, in form each case as shall be reasonably necessary to enable the selling holders of Registrable Securities and substance any underwriter to exercise their due diligence responsibilities in connection with the registration, with respect to each at such time or times as the person requesting such information shall reasonably determine; provided, however, that any records, information or documents that are designated by the Company in writing as confidential shall be kept confidential by such persons unless disclosure of such records, information or documents is customarily given required by independent certified court or administrative order or applicable law or otherwise becomes public accountants without breach of the provisions of this paragraph; (xvii) otherwise use commercially reasonable efforts to comply with the Securities Act, the Exchange Act, all applicable rules and regulations of the Commission and all applicable state blue sky and other securities laws, rules and regulations, and make generally available to its security holders, earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than ninety (90) days if the end of any 12-month period of the Company (A) commencing at the end of any month in which Registrable Securities are sold to underwriters in an underwritten public offering, addressed or, if not sold to underwriters in such an offering, (B) beginning with the first month commencing after the effective date of the Registration Statement, which statements shall cover said 12-month periods; (xviii) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter" that is required to be retained in accordance with the rules and regulations of the NASD); and (xix) promptly prior to the filing of any document which is to be incorporated by reference into the Registration Statement or the Prospectus (after the initial filing of the Registration Statement) provide copies of such document to the selling holders of Registrable Securities, the underwriters, if any, and their respective counsel make the Company's representatives available for discussion of such document with such persons and make such changes in such document prior to the Holders requesting registration of Registrable Securitiesfiling thereof as any such persons may reasonably request.

Registration Generally. Whenever If and when the Company shall be required under by the provisions of this Article 2 Section 1 to effect the registration of any Registrable SecuritiesSecurities under the Securities Act, the Corporation Company shall, as expeditiously as reasonably possible: (a) Prepare 1.3.1 prepare and file with the SEC a registration statement under the Securities Act on Form X-0, X-0 or S-3 (or on any other form for the general registration of securities) with respect to such the Registrable Securities being registered, and use its best efforts to cause such the registration statement to become effective; provided, andhowever, upon that before filing the request of registration statement and any amendment or supplement thereto, the Holders of a majority Company shall furnish to the holders of the Registrable Securities being registered thereunderor, keep if requested by such registration statement effective for up holders, to 120 dayscounsel selected by such holders, copies of all documents proposed to be filed, which documents shall be subject to the review and approval of such counsel, which approval shall not be unreasonably withheld or delayed; (b) Prepare 1.3.2 prepare and file with the SEC Securities and Exchange Commission (the "Commission") such amendments and supplements to such the registration statement and the prospectus used in connection with such registration statement therewith as may be necessary to keep the registration statement effective for a period of one hundred eighty (180) days from the effective date of the applicable registration statement or such shorter period agreed upon by the Company and the holders of a majority of the Registrable Securities being registered, and to comply with the provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the disposition offer of all securities the Registrable Securities covered by such the registration statementstatement during the period required for distribution of the Registrable Securities; (c) Furnish 1.3.3 furnish to the Holders holders of Registrable Securities being registered such numbers number of printed copies of a the registration statement and of each amendment and supplement thereto, the prospectus included in the registration statement (including each preliminary prospectus and any summary prospectus), including a preliminary prospectus, the documents incorporated by reference in conformity with the requirements of the Act, registration statement or prospectus and such any other documents as they such holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned covered by themthe registration statement, in conformity with the requirements of the Securities Act; (d) Use 1.3.4 use its best efforts to register and or qualify the securities Registrable Securities covered by such the registration statement under such other the securities or Blue Sky blue sky laws of in such jurisdictions within the United States as shall be the holders may reasonably requested by the Holdersrequest; provided however, provided that the Corporation Company shall not be required in connection therewith or as a condition thereto obligated to qualify its business in any jurisdiction where it is not then so qualified or otherwise required to do business be so qualified or to file a general consent take any action which would subject it to the service of process in any suits other than those arising out of such states or jurisdictionsregistrations; 1.3.5 furnish to the holders of the Registrable Securities being registered and, in the case of any registration pursuant to Section 1.2 which is an underwritten offering, to the managing underwriter thereof, a signed counterpart of customary closing documents including (eA) In an opinion of counsel for the event Company, dated the effective date of the registration statement (or, in the case of any underwritten public offering, enter into the date of closing with the underwriters) and perform its obligations under an underwriting agreement(B) a so-called "cold comfort" letter signed by the independent public accountants who have certified the Company's financial statements included in the registration statement, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and, in usual and customary formthe case of such accountants' letter, with respect to events subsequent to the managing underwriter date of such offering. Each Holder participating financial statements, as are customarily covered in such underwriting shall also enter into and perform its obligations under such an agreementaccountants' letters delivered to underwriters in connection with underwritten public offerings of securities; (f) Notify each Holder 1.3.6 immediately notify the holders of the Registrable Securities covered by such registration statement being registered at any time when a prospectus relating thereto to the registration of the Registrable Securities is required to be delivered under the Securities Act (except where circumstances requiring such deliveries are within the knowledge or control of the holders) 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 required to be stated therein or omits necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any holder prepare and furnish to the holder a reasonable number of copies of a supplement to or an amendment of the prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statement statements therein not misleading in the light of the circumstances then existing; (g) Cooperate 1.3.7 otherwise use its best efforts to comply with the selling Holders Securities Act, Exchange Act and all applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earnings statement covering a period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month of the first fiscal quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and 1.3.8 use its best efforts to list the Registrable Securities being registered on the securities exchange or securities association on which the Common Stock is then listed, and the managing underwritersto provide, if anyappropriate, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least 3 days prior to any sale of Registrable Securities to the underwriters; (h) 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; (i) Provide a transfer agent and registrar for all the 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; and (j) Use registration statement. If requested by the underwriters of any underwritten offering of the Registrable Securities, the Company and the holders of the Registrable Securities being registered shall enter into an underwriting agreement with the underwriters of the offering, such agreement to contain such representations and warranties by the Company and such holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities to the effect and to the extent provided in Section 1.5 hereof. If the Company at any time proposes to register any of its best securities under the Securities Act, other than pursuant to a request made under Section 1.2 hereof, whether or not for sale for its own account, and such securities are to be distributed by or through one or more underwriters, the Company shall make reasonable efforts to furnish, arrange for the underwriters to include the Registrable Securities among those securities to be distributed by or through the underwriters. If an underwritten registration of the Company has been initiated at the request of any Holder requesting the holders of securities (other than Registrable Securities) of the Company who have been granted registration rights by the Company which are similar to the rights set forth in Section 1.2 and if the managing underwriter gives the Company its written opinion that the total number of securities proposed or requested to be included in the registration exceeds the number of securities that can be sold without adversely affecting the marketing of the securities, the Company shall be entitled to limit the number of securities to be included in the registration and shall include the securities in the registration in the following order of priority: first, up to the sum of the full number of securities requested to be included in the registration by the holders who have requested the registration and the number of Registrable Securities pursuant requested to this Article 2, be included in the registration by the holders thereof (allocated pro rata among each such holder on the date that basis of the number of securities owned by all such Registrable Securities are delivered holders); second, to the underwriters for sale extent of any balance, up to the full number of securities the Company proposes to sell; and third, to the extent of any balance but only if permitted by the Company, up to the full number of any other securities requested to be included by other holders of securities (allocated among such holders in connection with a such proportions as the Company and such holder may agree). In the event that the managing underwriter advises the Company that an underwriter's overallotment option is necessary or advisable, the preceding priority shall apply to the determination of which securities are to be included in the primary portion of such registration pursuant to this Article 2and, if such securities are being sold through underwritersnecessary, 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 overallotment portion of such registration. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act, in form the Company shall give the holders of the Registrable Securities being registered and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriterstheir underwriter, if any, and their counsel and accountants the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto. The Company shall also give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers, its counsel and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of the holders of a majority of the Registrable Securities being registered and the underwriter or counsel for such holders, to conduct a reasonable investigation within the meaning of the Securities Act prior to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants effectiveness of the Corporation, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securitiesstatement.

Registration Generally. Whenever If and when the Company shall be required under by the provisions of this Article Section 2 to effect the registration of any Registrable SecuritiesWarrant Shares under the Securities Act, 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 Company will use its best efforts to cause effect such registration statement to become effectivepermit the sale of such Warrant Shares in accordance with the intended method or methods of disposition thereof, andand pursuant thereto it will, upon the request of as expeditiously as possible: (i) before filing a Registration Statement or Prospectus or any amendments or supplements thereto, furnish to the Holders of the Warrant Shares covered by such Registration Statement and the underwriter(s), if any, copies of all such documents proposed to be filed, which documents will be made available, on a majority timely basis, for review by such Holders and underwriters; and, with respect to any Registration Statement filed pursuant to the provisions of Section 2(b), the Company will not file any Registration Statement or amendment thereto or any Prospectus or any supplement thereto to which the Required Holders of the Registrable Securities registered thereunderWarrant Shares covered by such Registration Statement or the managing underwriter(s), keep such registration statement effective for up to 120 daysif any, shall reasonably object; (bii) Prepare prepare and file with the SEC such amendments and post-effective amendments to any Registration Statement, and such supplements to such registration statement and the prospectus used in connection with such registration statement Prospectus, as may be reasonably requested by any Holder of Warrant Shares covered by such Registration Statement or the managing underwriter(s), if any, or as may be required by the Securities Act, the Exchange Act or by the rules, regulations or instructions applicable to the registration Form utilized by the Company or as may otherwise be necessary to keep such Registration Statement effective for the applicable period; and cause the Prospectus as so supplemented to be filed pursuant to Rule 424 (or any successor rule) under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statementRegistration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement or Prospectus; (iii) promptly notify the selling Holders of Warrant Shares and the managing underwriter(s), if any, and if requested by any such Person, confirm such advice in writing, (a) of the filing of the Prospectus, any Prospectus supplement and of the effectiveness of the Registration Statement and/or any post-effective amendment, (b) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (c) Furnish of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (d) of the Company's becoming aware at any time that the representations and warranties of the Company contemplated by paragraph (xiv)(a) below have ceased to be true and correct, (e) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Warrant Shares for sale in any jurisdiction or the initiation or threat of any proceeding for such purpose, and (f) of the existence of any fact which, to the knowledge of the Company, results in the Registration Statement, the Prospectus or any document incorporated therein by reference containing an untrue statement of material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement or any qualification referred to in paragraph (iii)(e) at the earliest possible moment; (v) if reasonably requested by the managing underwriter(s) or the Required Holders of Warrant Shares being sold in connection with an underwritten offering, promptly incorporate in a Prospectus supplement or post-effective amendment to the Registration Statement such numbers information as the managing underwriter(s) or the Required Holders of the Warrant Shares being sold reasonably request to have included therein relating to the plan of distribution with respect to such Warrant Shares, including, without limitation, information with respect to the amount of Warrant Shares being sold to such underwriters, the purchase price being paid therefor by such underwriters and any other terms of the underwritten (or best-efforts underwritten) offering of the Warrant Shares to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment to the Registration Statement as soon as notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment to the Registration Statement; (vi) at the request of any selling Holder of Warrant Shares, furnish to such selling Holder of Warrant Shares and each managing underwriter, if any, without charge, at least one signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (vii) deliver to each selling Holder of Warrant Shares and the managing underwriter(s), if any, without charge, as many copies of a prospectusthe Registration Statement, each Prospectus (including a each preliminary prospectus) and any amendment or supplement thereto (in each case including all exhibits), as such Persons may reasonably request, together with all documents incorporated by reference in conformity with the requirements of the Actsuch Registration Statement or Prospectus, and such other documents as they such selling Holder may reasonably request in order to facilitate the disposition of Registrable Securities owned its Warrant Shares covered by themsuch Registration Statement; the Company consents to the use of each Prospectus and any supplement thereto by each of the selling Holders of Warrant Shares and the managing underwriter(s), if any, in connection with the offering and sale of the Warrant Shares covered by each Prospectus or any supplement thereto; (dviii) Use prior to any public offering of Warrant Shares, use its best efforts to register or qualify or reasonably cooperate with the selling Holders of Warrant Shares, the managing underwriter(s), if any, and qualify their respective counsel in connection with the registration or qualification of such Warrant Shares for offer and sale under the securities covered by such registration statement under such other securities or Blue Sky blue sky laws of such jurisdictions as shall be any selling Holder or managing underwriter(s) reasonably requested request(s) and do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Warrant Shares covered by the HoldersRegistration Statement, provided that the Corporation Company 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 or process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act; (eix) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. 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 at any time when a prospectus relating thereto is required to be delivered under the 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 statement therein not misleading in light of the circumstances then existing; (g) Cooperate cooperate with the selling Holders of Registrable Securities Warrant Shares and the managing underwritersunderwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities Warrant Shares to be sold and not bearing any restrictive legendslegends restricting the transfer thereof; and enable such Registrable Securities Warrant Shares to be in such denominations and registered in such names as the managing underwriters may request at least 3 days two Business Days prior to any sale of Registrable Warrant Securities to the underwriters; (hx) Cause all such Registrable Securities registered pursuant hereunder use its best efforts to cause the Warrant Shares covered by the applicable Registration Statement to be registered with or approved by such United States, state and local governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriters, if any, to consummate the disposition of such Warrant Shares; (xi) if any fact contemplated by paragraph (iii)(f) above shall exist, promptly notify each Holder on whose behalf Warrant Shares have been registered and prepare and furnish to such Holders a supplement or post-effective amendment to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Warrant Shares, neither the Registration Statement nor the Prospectus will contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (xii) if requested by the Required Holders of the Warrant Shares covered by the Registration Statement or by the managing underwriter(s), if any, use its best efforts to cause all Warrant Shares covered by the Registration Statement to be (A) listed on each securities exchange on which similar securities issued by of the Corporation same class are then listedlisted or (B) admitted for trading in any inter-dealer quotation system on which securities of the same class are then traded; (ixiii) 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 the applicable Registration Statement, provide a CUSIP number for all Warrant Shares covered by the Registration Statement and provide the applicable transfer agent with printed certificates for such registration; andWarrant Shares which are in a form eligible for deposit with Depository Trust Company; (jxiv) Use enter into agreements (including underwriting agreements) and take all other reasonable actions in order to expedite or facilitate the disposition of such Warrant Shares and in such connection, except as otherwise provided, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration: (a) make such representations and warranties to the Holders selling such Warrant Shares and, in connection with any underwritten offering, to the underwriters, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings; (b) use its best efforts to furnish, at the request obtain opinions of any Holder requesting registration of Registrable Securities pursuant to this Article 2, on the date that such Registrable Securities are delivered counsel to the underwriters for sale in connection with a registration pursuant to this Article 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 Company and substance as is customarily given to underwriters in an underwritten public offering, updates thereof addressed to each selling Holder and the underwriters, if any, covering the matters customarily covered in opinions requested in similar underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters, which counsel and opinions shall be reasonably satisfactory (in form, scope and substance) to the managing underwriters, if any, and the Required Holders requesting registration of Registrable Securities such Warrant Shares; (c) in connection with any underwritten offering, use its best efforts to obtain so-called "cold comfort" letters and (ii) a letter dated such date, updates thereof from the Company's 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, addressed to the selling Holders of Warrant Shares and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters to underwriters in connection with similar underwritten offerings; (d) if an underwriting agreement is entered into, cause the same to set forth in full the indemnification and contribution provisions and procedures of Section 5 (or such other substantially similar provisions and procedures as the underwriters shall reasonably request) with respect to all parties to be indemnified pursuant to said Section 5; and (e) deliver such documents and certificates as may reasonably be requested by the Required Holders of the Warrant Shares being sold, or the managing underwriter(s), if any, to evidence compliance with this paragraph (xiv) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company; the foregoing to be done upon each closing under any underwriting or similar agreement as and to the extent required thereunder and from time to time as may reasonably be requested by any selling Holder of Warrant Shares in connection with the disposition of Warrant Shares pursuant to such Registration Statement, all in a manner consistent with customary industry practice; (xv) upon execution and delivery of such confidentiality agreements as the Company may reasonably request, make available to the Holders of the Warrant Shares being sold, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney or accountant retained by such Holders or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with the registration for purposes of satisfying any diligence obligations such Persons may have, at such time or times as the Person requesting such information shall reasonably determine; (xvi) otherwise use its best efforts to comply with the Securities Act, the Exchange Act, all applicable rules and regulations of the SEC and all applicable state blue sky and other securities laws, rules and regulations, and make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, as soon as practicable, but in no event later than ninety (90) days after the end of the 12 calendar month period commencing after the effective date of the Registration Statement; (xvii) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter" that is required to be retained in accordance with the rules and regulations of the NASD); and (xviii) prior to the filing of any document which is being prepared for incorporation by reference into the Registration Statement or the Prospectus, upon receipt of such confidentiality agreements as the Company may reasonably request, provide copies of such document to counsel to the selling Holders of Warrant Shares, and to the managing underwriter(s), if any, and make the Company's representatives available for discussion of such document. Each Holder agrees, if requested by the Company and an underwriter of Warrant Shares (or other securities) of the Company, not to sell or otherwise transfer or dispose of any Warrant Shares (or other securities) of the Company held by it during the 180-day period following the effective date of a registration statement of Registrable Securitiesthe Company filed under the Act, provided that (a) such agreement only applies to the first such registration statement of the Company including securities to be sold on its behalf to the public in an underwritten offering (which shall include the first such registration statement of STI following the Merger Consummation Date) and (b) all holders of Preferred Stock of Brunswick (or of shares of STI issued in exchange for such Preferred Stock pursuant to the Merger), and officers and directors of the Company enter into or are otherwise subject to similar agreements (except that if any such agreement provides for a shorter non-sale period, the non-sale period applicable to the Holders under this sentence shall be the shortest of such periods). Such agreement shall be in writing in a form satisfactory to the Company and such underwriter. The Company may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of the 90-day period.

Registration Generally. Whenever If and when the Parent shall be required under by the provisions of this Article 2 Section 1 to effect the registration of any Registrable Securitiesthe Common Shares acquired by the Shareholders (the "ACQUIRED SHARES") under the Securities Act, the Corporation Parent shall, as expeditiously as reasonably possible: (ai) Prepare prepare and file with the SEC a registration statement or an amendment to an existing registration statement with respect to such Registrable Securities the Acquired Shares required to be registered, and use its best commercially reasonable efforts to cause such registration statement to become effective; provided, andhowever, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep that before filing such registration statement effective for up and any amendment or supplement thereto, the Parent shall furnish to 120 daysthe Major Shareholders or, if requested by the Major Shareholders, to counsel selected by the Major Shareholders, copies of all documents proposed to be filed, which documents shall be subject to the review and reasonable approval of the Major Shareholders and/or such counsel; (bii) Prepare prepare and file with the SEC Securities and Exchange Commission (the "COMMISSION") such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement therewith as may be necessary to keep such registration statement effective for the period from the effective date of the applicable registration statement until the second anniversary of the date hereof or such shorter period agreed upon by the parties hereto, and to comply with the provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), with respect to the disposition resale of all securities the Acquired Shares covered by such registration statementstatement during the period set forth above; (ciii) Furnish furnish to the Holders Shareholders such numbers number of printed copies of such registration statement and of each such amendment and supplement thereto, such number of copies of a the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), including a preliminary prospectus, such documents incorporated by reference in conformity with the requirements of the Act, such registration statement or prospectus and such other documents as they the Shareholders 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 Acquired Shares covered by such registration statement in conformity with the requirements of the Securities Act; (iv) use commercially reasonable efforts to register or qualify the Acquired Shares covered by any such registration statement under such other securities or Blue Sky blue sky laws of in such jurisdictions within the United States as shall be the Shareholders may reasonably requested by the Holdersrequest; provided, provided however, that the Corporation Parent shall not be required in connection therewith or as a condition thereto obligated to qualify its business in any jurisdiction where it is not then so qualified or otherwise required to do business be so qualified or to file a general consent take any action which would subject it to service of process in any suits other than those arising out of such states or jurisdictionsregistrations; (ev) In promptly notify the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. 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 Shareholders at any time when a prospectus relating thereto to the registration of the Acquired Shares is required to be delivered under the Act 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 required to be stated therein or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of the Shareholders, prepare and furnish to the Shareholders a reasonable number of copies of a supplement to or an amendment of such a prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Acquired Shares, such prospectus shall not include an untrue statement of a material fact required to be stated therein or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (g) Cooperate with the selling Holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least 3 days prior to any sale of Registrable Securities to the underwriters; (h) 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; (i) 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; and (j) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Article 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Article 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 underwriters, if any, and to the Holders requesting registration of 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 underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

Registration Generally. Whenever required under this Article 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 with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to 120 days; (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 comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement; (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 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 the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. 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 at any time when a prospectus relating thereto is required to be delivered under the 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 necessary’ to make the statement therein not misleading in light of the circumstances then existing; (g) Cooperate with the selling Holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least 3 days prior to any sale of Registrable Securities to the underwriters; (h) 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; (i) 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; and (j) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Article 2, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Article 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 underwriters, if any, and to the Holders requesting registration of 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 underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

Registration Generally. Whenever If and when ATC shall be required under by ---------------------- the provisions of this Article 2 Section to effect the registration of any Registrable SecuritiesSecurities under the Securities Act, ATC will use its reasonable business efforts to effect such registration to permit the Corporation shallsale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto it will, subject to the provisions of Section 1(d) and 1(e), as expeditiously as reasonably possible: (ai) Prepare before filing a Registration Statement or Prospectus or any amendments or supplements thereto, furnish to the holders of the Registrable Securities covered by such Registration Statement and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be made available, on a timely basis, for review by such holders and underwriters, and their respective counsel, and ATC will not file any Registration Statement or amendment thereto or any Prospectus or any supplement thereto to which the holders of not less than a majority in value (based upon the proposed public offering price) of the Registrable Securities covered by such Registration Statement or the managing underwriters, if any, shall reasonably have objected; (ii) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to 120 days; (b) Prepare and file with the SEC Commission such amendments and post- effective amendments to any Registration Statement, and such supplements to such registration statement and the prospectus used in connection with such registration statement Prospectus, as may be reasonably requested by any holder of Registrable Securities included in such Registration Statement or any underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form utilized by ATC or by the Securities Act, the Exchange Act or otherwise necessary to keep such Registration Statement effective for the applicable period and cause the Prospectus as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 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 the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. 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 Registration Statement during the applicable period in accordance with the intended method or methods of disposition by the holders of such Registrable Securities set forth in such Registration Statement or Prospectus as so supplemented; (iii) notify the selling holders of Registrable Securities and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such advice in writing, (A) when the Prospectus or any supplement thereto or any amendment or post-effective amendment to the Registration Statement has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (B) of any request by the Commission for amendments or post- effective amendments to the Registration Statement or supplements to the Prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for such purpose, (D) if at any time when a prospectus relating thereto is required the representations and warranties of ATC contemplated by paragraph (xv) below cease to be delivered under the Act true and correct in all material respects, (E) of the happening receipt by ATC of any event as a result notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (F) of the existence of any Event which results in the prospectus included in such registration statementRegistration Statement, as then in effect, includes the Prospectus or any document incorporated therein by reference containing an untrue statement of a material fact or omits omitting to state a material fact required to be stated therein or necessary to make the statement therein not misleading statements therein, in light of the circumstances then existingunder which they were made, not misleading; (giv) Cooperate use its reasonable business efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement or any qualification referred to in paragraphs (iii)(C) and (iii)(E) at the earliest possible moment; (v) if requested by the managing underwriters or a holder of Registrable Securities being sold in connection with an underwritten offering, immediately incorporate in a Prospectus supplement or post- effective amendment to the Registration Statement such information as the managing underwriters or the holders of not less than a majority in value (based upon the proposed public offering price) of the Registrable Securities being sold reasonably a request to have included therein relating to the plan of distribution with respect to such Registrable Securities, including, without limitation, information with respect to the amount of other Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment promptly after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; (vi) at the request of any selling Holders holder of Registrable Securities, furnish to such selling holder of Registrable Securities and each managing underwriter, if any, without charge, at least one signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (vii) deliver to each selling holder of Registrable Securities and the managing underwriters, if any, without charge, as many copies of the Registration Statement, each Prospectus (including each preliminary prospectus) and any amendment or supplement thereto (in each case including all exhibits, except that ATC shall not be obligated to furnish any such selling holder more than two copies of such exhibits other than incorporation documents), as such persons may reasonably request, together with such documents incorporated by reference in such Registration Statement or Prospectus, and such other documents as such selling holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities covered by such registration statement; ATC consents to the use of each Prospectus or any supplement thereto by each selling holder of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by each Registration Statement or any amendment thereto; (viii) prior to any public offering of Registrable Securities, use its reasonable business efforts to register or qualify or cooperate with the selling holders of Registrable Securities, 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 securities or blue sky laws of such jurisdictions as any selling holder or any underwriter reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that ATC will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or general taxation in any such jurisdiction where it is not then so subject; (ix) cooperate with the selling holders of Registrable Securities and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may reasonably request at least 3 two (2) business days prior to any sale of Registrable Securities to the underwriters; (hx) Cause all use its reasonable business efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary or advisable to enable the sellers thereof or the underwriters, if any, to consummate the disposition of such Registrable Securities; (xi) if any event contemplated by paragraph (iii) (F) above shall exist, prepare and furnish to such holders a post-effective amendment to the Registration Statement or supplement to the Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (xii) cause all Registrable Securities registered pursuant hereunder covered by the Registration Statement to be listed on each securities exchange or other trading market on which similar securities issued by of the Corporation same class are then listedlisted or traded or, if the Registrable Securities are not then listed on a securities exchange, and if the NASD is reasonably likely to permit the inclusion of the Registrable Securities on NASDAQ, use its reasonable business efforts to facilitate the inclusion of the Registrable Securities on NASDAQ; (ixiii) 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; and (j) Use its best efforts to furnishthe Registration Statement, at provide a CUSIP number for all Registrable Securities and provide the request applicable transfer agent or agents with printed certificates or instruments for the Registrable Securities which are in a form eligible for deposit with Depository Trust Company or other transferee and otherwise meeting the requirements of any Holder requesting registration of Registrable Securities pursuant to this Article 2, securities exchange or other trading market on the date that which such Registrable Securities are delivered listed or traded; (xiv) enter into agreements (including underwriting agreements) and take all other appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the offer and sale of the Registrable Securities is an underwritten offering: (A) make such representations and warranties to the underwriters for sale in connection with a registration pursuant to this Article 2holders of such Registrable Securities and the underwriters, if any, in form, substance and scope, reasonably satisfactory to such securities are being sold through holders and underwriters, or, if such securities as 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 made by issuers to underwriters in an primary underwritten public offeringofferings; (B) obtain opinions and updates thereof of counsel which counsel and opinions to ATC (in form, addressed scope and substance) shall be reasonably satisfactory to the underwriters, if any, and the holders of not less than a majority in value (based on the proposed public offering price) of the Registrable Securities being sold, addressed to each selling holder and the underwriters, if any, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such holders and underwriters; (C) obtain so-called "cold comfort" letters and updates thereof from ATC's independent public accountants addressed to the Holders requesting registration selling holders of Registrable Securities and (ii) a letter dated the underwriters, if any, such date, from the independent certified public accountants letters to be in customary form and covering matters of the Corporationtype customarily covered in "cold comfort" letters to underwriters in connection with primary underwritten offerings and such other matters as may be reasonably requested by such holders and underwriters; (D) if an underwriting agreement is entered into, cause the same to set forth in form full the indemnification provisions and substance procedures of Section 3 (or such other substantially similar provisions and procedures as the underwriters shall reasonably request) with respect to all parties to be indemnified pursuant to said Section; and (E) deliver such documents and certificates as may be reasonably requested by the holders of not less than a majority in value (based on the proposed public offering price) of the Registrable Securities being sold or the underwriters, if any, to evidence compliance with the provisions of this Section and with any customary conditions contained in the underwriting agreement or other agreement entered into by ATC. The requirements of subparagraphs (B), (C) and (D) of this paragraph (xiv) shall be complied with at the effectiveness of such Registration Statement, each closing under any underwriting or similar agreement as and to the extent required thereunder and from time to time as may reasonably be requested by a majority in value (based on the proposed public offering price) of Registrable Securities being sold pursuant to such Registration Statement, all in a manner consistent with customary industry practice; (xv) make available to a representative of the holders of not less than a majority in value (based on the proposed public offering price) of the Registrable Securities, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney or accountant retained by such holders or underwriter, all financial, corporate and other records and documents of ATC, and cause ATC's officers, directors and employees to supply all information reasonably requested by any such representatives, underwriter, attorney or accountant in connection with the registration, with respect to each at such time or times as the person requesting such information shall reasonably determine; provided, however, that any records, information or documents that are designated by ATC in writing as confidential shall be kept confidential by such persons unless disclosure of such records, information or documents is customarily given required by independent certified court or administrative order or applicable law or otherwise becomes public accountants without breach of the provisions of this paragraph; (xvi) otherwise use its reasonable business efforts to comply with the Securities Act, the Exchange Act, all applicable rules and regulations of the Commission and all applicable state blue sky and other securities laws, rules and regulations, and make generally available to its security holders, earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than thirty (30) days after the end of any 12- month period (or ninety (90) days if the end of such 12-month period coincides with the end of a fiscal quarter or fiscal year, respectively) of ATC (A) commencing at the end of any month in which Registrable Securities are sold to underwriters in an underwritten public offering, addressed or, if not sold to underwriters in such an offering, (B) beginning with the first month commencing after the effective date of the Registration Statement, which statements shall cover said 12-month periods; (xvii) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter" that is required to be retained in accordance with the rules and regulations of the NASD); (xviii) promptly prior to the filing of any document which is to be incorporated by reference into the Registration Statement or the Prospectus (after the initial filing of the Registration Statement) provide copies of such document to the selling holders of Registrable Securities, the underwriters, if any, and their respective counsel, make ATC's representatives available for discussion of such document with such persons and make such changes in such document prior to the Holders requesting registration filing thereof as any such persons may reasonably request; and (xix) cooperate and assist in any filings required to be made with the FCC, including without limitation the obtaining of Registrable Securitiesany consents of the FCC required in connection with any change in control of ATC.