Common use of Registration of the Option Shares Clause in Contracts

Registration of the Option Shares. (a) If, within two years of the exercise of the Stock Option, Grantee requests the Issuer in writing to register under the Securities Act at least twenty-five percent (25%) of the Option Shares received by Grantee hereunder (or, in the event that Grantee then holds less than twenty-five percent (25%) of the Option Shares received by Grantee hereunder, all of the Option Shares then held by Grantee), the Issuer will use its reasonable best efforts to cause the offering of the Option Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by Grantee of the Option Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith the Issuer shall prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of Grantee's request) a registration statement under the Securities Act to effect such registration on an appropriate form, which would permit the sale of the Option Shares by Grantee in accordance with the plan of disposition specified by Grantee in its request. The Issuer shall not be obligated to make effective more than two registration statements pursuant to the foregoing sentence. The obligations of Issuer hereunder to file a registration statement and to maintain its effectiveness may be suspended for up to 90 calendar days in the aggregate if the Board of Directors of Issuer shall have determined that the filing of such registration statement or the maintenance of its effectiveness would require premature disclosure of material nonpublic information that would materially and adversely affect Issuer or otherwise interfere with or adversely affect any pending or proposed offering of securities of Issuer or any other material transaction involving Issuer. (b) If, within five years of the exercise of the Stock Option, the Issuer shall propose to file a registration statement under the Securities Act (other than a filing on Form S-4 or S-8 or any successor form) with respect to any shares of Common Stock, the Issuer shall notify Grantee in writing not less than ten days prior to filing such registration statement. If Grantee wishes to have any portion of its Option Shares included in such registration statement, it shall advise the Issuer in writing to that effect within two business days following receipt of such notice, and the Issuer will thereupon include the number of Option Shares indicated by Grantee under such Registration Statement; provided that if the managing underwriter(s) of the offering pursuant to such registration statement advise the Issuer that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering on a commercially reasonable basis, priority shall be given to

Registration of the Option Shares. (a) If, within two years of the exercise of the Stock Option, Grantee the Company requests the Issuer Parent in writing to register under the Securities Act at least twenty-five percent (25%) any of the Option Shares received by Grantee hereunder (or, in the event that Grantee then holds less than twenty-five percent (25%) of the Option Shares received by Grantee Company hereunder, all of the Option Shares then held by Grantee), the Issuer Parent will use its reasonable best efforts to cause the offering of the Option Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by Grantee the Company of the Option Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith the Issuer Parent shall prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of Granteethe Company's request) a registration statement under the Securities Act to effect such registration on an appropriate form, which would permit the sale of the Option Shares by Grantee the Company in accordance with the plan of disposition specified by Grantee the Company in its request. The Issuer Parent shall not be obligated to make effective more than two registration statements pursuant to the foregoing sentence. The obligations ; provided, however, that Parent may postpone the filing of Issuer hereunder to file a registration statement and relating to maintain its effectiveness may be suspended a registration request by the Company under this Section 9 for up to a period of time (not in excess of 90 calendar days days) if in the aggregate if the Board of Directors of Issuer shall have determined that the Parent's reasonable, good faith judgment (i) such filing of such registration statement or the maintenance of its effectiveness would require premature the disclosure of material nonpublic information that Parent has a bona fide business purpose for preserving as confidential or (ii) the sale of Option Shares by the Company would materially and adversely affect Issuer or otherwise interfere with or adversely affect any pending or proposed offering of securities of Issuer anticipated acquisition, financing or any other material transaction involving IssuerParent or its Subsidiaries (but in no event shall Parent exercise such postponement right more than once in any twelve-month period). (b) If, within five years of Parent shall notify the exercise of the Stock Option, the Issuer shall propose Company in writing not less than 10 days prior to file filing a registration statement under the Securities Act (other than a filing on Form S-4 or S-8 or any successor form) with respect to any shares of Common Stock, the Issuer shall notify Grantee in writing not less than ten days prior to filing such registration statement. If Grantee the Company wishes to have any portion of its Option Shares included in such registration statementregistration, it shall advise the Issuer Parent in writing to that effect within two business days following receipt of such notice, and the Issuer Parent will thereupon include the number of Option Shares indicated by Grantee under the Company in such Registration Statementregistration; provided that if the managing underwriter(s) of the offering pursuant to such registration statement advise the Issuer Parent that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering on offering, Parent shall only include in such registration such number or dollar amount of Option Shares which, in the good faith opinion of the managing underwriter(s), can be sold without materially and adversely affecting such offering. (c) All expenses relating to or in connection with any registration contemplated under this Section 9 and the transactions contemplated thereby (including all filing, printing, reasonable professional, roadshow and other fees and expenses relating thereto) will be at Parent's expense except for underwriting discounts or commissions and brokers' fees. The Company and Parent agree to enter into a commercially reasonable basiscustomary underwriting agreement with underwriters upon such terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions. Parent shall indemnify the Company, priority its officers, directors, agents, other controlling persons and any underwriters retained by the Company in connection with such sale of such Option Shares in the customary way, and shall agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which the Company, its officers, directors, agents, other controlling persons or underwriters may be given tosubject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by the Company or its underwriters to Parent. The Company and its underwriters, respectively, shall indemnify Parent to the same extent with respect to information furnished in writing to Parent by the Company and such underwriters, respectively.

Registration of the Option Shares. (a) If, within two years of the exercise of the Stock Option, Grantee Parent requests the Issuer Company in writing to register under the Securities Act at least twenty-five percent (25%) any of the Option Shares received by Grantee hereunder (or, in the event that Grantee then holds less than twenty-five percent (25%) of the Option Shares received by Grantee Parent hereunder, all of the Option Shares then held by Grantee), the Issuer Company will use its reasonable best efforts to cause the offering of the Option Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by Grantee Parent of the Option Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith the Issuer Company shall prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of GranteeParent's request) a registration statement under the Securities Act to effect such registration on an appropriate form, which would permit the sale of the Option Shares by Grantee Parent in accordance with the plan of disposition specified by Grantee Parent in its request. The Issuer Company shall not be obligated to make effective more than two registration statements pursuant to the foregoing sentence. The obligations ; provided, however, that the Company may postpone the filing of Issuer hereunder to file a registration statement and relating to maintain its effectiveness may be suspended a registration request by Parent under this Section 9 for up to a period of time (not in excess of 90 calendar days days) if in the aggregate if the Board of Directors of Issuer shall have determined that the Company's reasonable, good faith judgment (i) such filing of such registration statement or the maintenance of its effectiveness would require premature the disclosure of material nonpublic information that the Company has a bona fide business purpose for preserving as confidential or (ii) the sale of Option Shares by Parent would materially and adversely affect Issuer or otherwise interfere with or adversely affect any pending or proposed offering of securities of Issuer anticipated acquisition, financing or any other material transaction involving Issuerthe Company or its Subsidiaries (but in no event shall the Company exercise such postponement right more than once in any twelve-month period). (b) If, within five years of the exercise of the Stock Option, the Issuer The Company shall propose notify Parent in writing not less than 10 days prior to file filing a registration statement under the Securities Act (other than a filing on Form S-4 or S-8 or any successor form) with respect to any shares of Common Stock, the Issuer shall notify Grantee in writing not less than ten days prior to filing such registration statement. If Grantee Parent wishes to have any portion of its Option Shares included in such registration statementregistration, it shall advise the Issuer Company in writing to that effect within two business days following receipt of such notice, and the Issuer Company will thereupon include the number of Option Shares indicated by Grantee under Parent in such Registration Statementregistration; provided that if the managing underwriter(s) of the offering pursuant to such registration statement advise the Issuer Company that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering on offering, the Company shall only include in such registration such number or dollar amount of Option Shares which, in the good faith opinion of the managing underwriter(s), can be sold without materially and adversely affecting such offering. (c) All expenses relating to or in connection with any registration contemplated under this Section 9 and the transactions contemplated thereby (including all filing, printing, reasonable professional, roadshow and other fees and expenses relating thereto) will be at the Company's expense except for underwriting discounts or commissions and brokers' fees. The Company and Parent agree to enter into a commercially reasonable basiscustomary underwriting agreement with underwriters upon such terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions. The Company shall indemnify Parent, priority its officers, directors, agents, other controlling persons and any underwriters retained by Parent in connection with such sale of such Option Shares in the customary way, and shall agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which Parent, its officers, directors, agents, other controlling persons or underwriters may be given tosubject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by Parent or its underwriters to the Company. Parent and its underwriters, respectively, shall indemnify the Company to the same extent with respect to information furnished in writing to the Company by Parent and such underwriters, respectively.

Registration of the Option Shares. (a) If, within two years of the exercise of the Stock Option, Grantee the Company requests the Issuer Parent in writing to register under the Securities Act at least twenty-five percent (25%) any of the Option Shares received by Grantee hereunder (or, in the event that Grantee then holds less than twenty-five percent (25%) of the Option Shares received by Grantee Company hereunder, all of the Option Shares then held by Grantee), the Issuer Parent will use its reasonable best efforts to cause the offering of the Option Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by Grantee the Company of the Option Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith the Issuer Parent shall prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of Granteethe Company's request) a registration statement under the Securities Act to effect such registration on an appropriate form, which would permit the sale of the Option Shares by Grantee the Company in accordance with the plan of disposition specified by Grantee the Company in its request. The Issuer Parent shall not be obligated to make effective more than two registration statements pursuant to the foregoing sentence. The obligations ; provided, however, that Parent may postpone the filing of Issuer hereunder to file a registration statement and relating to maintain its effectiveness may be suspended a registration request by the Company under this Section 8 for up to a period of time (not in excess of 90 calendar days days) if in the aggregate if the Board of Directors of Issuer shall have determined that the Parent's reasonable, good faith judgment such filing of such registration statement or the maintenance of its effectiveness would require premature the disclosure of material nonpublic information that would materially and adversely affect Issuer or otherwise interfere with or adversely affect Parent has a bona fide business purpose for preserving as confidential (but in no event shall Parent exercise such postponement right more than once in any pending or proposed offering of securities of Issuer or any other material transaction involving Issuertwelve month period). (b) If, within five years of Parent shall notify the exercise of the Stock Option, the Issuer shall propose Company in writing not less than 10 days prior to file filing a registration statement under the Securities Act (other than a filing on Form S-4 or S-8 or any successor form) with respect to any shares of Common Stock, the Issuer shall notify Grantee in writing not less than ten days prior to filing such registration statement. If Grantee the Company wishes to have any portion of its Option Shares included in such registration statement, it shall advise the Issuer Parent in writing to that effect within two business days following receipt of such notice, and the Issuer Parent will thereupon include the number of Option Shares indicated by Grantee the Company under such Registration Statement; provided that if the managing underwriter(s) of the offering pursuant to such registration statement advise the Issuer Parent that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering on a commercially reasonable basis, priority shall be given toto securities intended to be registered by Parent for its own account and, thereafter, Parent shall include in such registration Option Shares requested by the Company to be included therein pro rata with the shares of Common Stock intended to be included therein by other stockholders of Parent. (c) All expenses relating to or in connection with any registration contemplated under this Section 8 and the transactions contemplated thereby (including all filing, printing, reasonable professional, roadshow and other fees and expenses relating thereto) will be at Parent's expense except for underwriting discounts or commissions and brokers' fees. Parent and the Company agree to enter into a customary underwriting agreement with underwriters upon such terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions. Parent shall indemnify the Company, its officers, directors, agents, other controlling persons and any underwriters retained by the Company in connection with such sale of such Option Shares in the customary way, and shall agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which the Company, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by the Company or its underwriters to Parent. The Company and its underwriters, respectively, shall indemnify Parent to the same extent with respect to information furnished in writing to Parent by the Company and such underwriters, respectively.

Registration of the Option Shares. (a) IfIf Exxon requests Mobil in writing, within two years of the exercise of the Stock Option, Grantee requests the Issuer in writing to register under the Securities 1933 Act at least twenty-five percent (25%) any of the Option Shares received purchased by Grantee hereunder (or, in the event that Grantee then holds less than twenty-five percent (25%) of the Option Shares received by Grantee Exxon hereunder, all of the Option Shares then held by Grantee), the Issuer Mobil will use its reasonable best efforts to cause the offering of the Option Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by Grantee Exxon of the Option Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith the Issuer shall Mobil will prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of GranteeExxon's request) a registration statement under the Securities 1933 Act to effect such registration on an appropriate form, which would permit the sale of the Option Shares by Grantee Exxon in accordance with the plan of disposition specified by Grantee Exxon in its request. The Issuer Mobil shall not be obligated to make effective more than two registration statements pursuant to the foregoing sentence. The obligations ; provided, however, that Mobil may postpone the filing of Issuer hereunder to file a registration statement and relating to maintain its effectiveness may be suspended a registration request by Exxon under this Section 9 for up to a period of time (not in excess of 90 calendar days days) if in the aggregate if the Board of Directors of Issuer shall have determined that the Mobil's reasonable, good faith judgment such filing of such registration statement or the maintenance of its effectiveness would require premature the disclosure of material nonpublic information that would materially and adversely affect Issuer or otherwise interfere with or adversely affect Mobil has a bonafide business purpose for preserving as confidential (but in no event shall Mobil exercise such postponement right more than once in any pending or proposed offering of securities of Issuer or any other material transaction involving Issuertwelve-month period). (b) If, within five years of the exercise of the Stock Option, the Issuer Mobil shall propose notify Exxon in writing not less than 10 days prior to file filing a registration statement under the Securities 1933 Act (other than a filing on Form S-4 or S-8 or any successor form) with respect to any shares of Common Stock, the Issuer shall notify Grantee in writing not less than ten days prior to filing such registration statement. If Grantee Exxon wishes to have any portion of its Option Shares included in such registration statement, it shall advise the Issuer Mobil in writing to that effect within two business days following receipt of such notice, and the Issuer Mobil will thereupon include the number of Option Shares indicated by Grantee Exxon under such Registration Statement; provided that if the managing underwriter(s) of the offering pursuant to such registration statement advise the Issuer Mobil that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering on offering, Mobil shall only include in such registration such number or dollar amount of Option Shares which, in the good faith opinion of the managing underwriter(s), can be sold without materially and adversely affecting such offering. (c) All expenses relating to or in connection with any registration contemplated under this Section 9 and the transactions contemplated thereby (including all filing, printing, reasonable professional and other fees and expenses relating thereto) will be at Mobil's expense except for underwriting discounts or commissions and brokers' fees. Mobil and Exxon agree to enter into a commercially reasonable basiscustomary underwriting agreement with underwriters upon such terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions. Mobil shall indemnify Exxon, priority its officers, directors, agents, other controlling persons and any underwriters retained by Exxon in connection with such sale of such Option Shares in the customary way, and shall agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which Exxon, its officers, directors, agents, other controlling persons or underwriters may be given tosubject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by Exxon or its underwriters to Mobil. Exxon and its underwriters, respectively, shall indemnify Mobil to the same extent with respect to information furnished in writing to Mobil by Exxon and such underwriters, respectively.

Registration of the Option Shares. (a) If, within two years of the exercise of the Stock Option, Grantee Parent requests the Issuer Company in writing to register under the Securities Act at least twenty-five percent (25%) any of the Option Shares received by Grantee hereunder (or, in the event that Grantee then holds less than twenty-five percent (25%) of the Option Shares received by Grantee Parent hereunder, all of the Option Shares then held by Grantee), the Issuer Company will use its reasonable best efforts to cause the offering of the Option Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by Grantee Parent of the Option Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith the Issuer Company shall prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of GranteeParent's request) a registration statement under the Securities Act to effect such registration on an appropriate form, which would permit the sale of the Option Shares by Grantee Parent in accordance with the plan of disposition specified by Grantee Parent in its request. The Issuer Company shall not be obligated to make effective more than two registration statements pursuant to the foregoing sentence. The obligations ; provided, however, that the Company may postpone the filing of Issuer hereunder to file a registration statement and relating to maintain its effectiveness may be suspended a registration request by Parent under this Section 8 for up to a period of time (not in excess of 90 calendar days days) if in the aggregate if the Board of Directors of Issuer shall have determined that the Company's reasonable, good faith judgment such filing of such registration statement or the maintenance of its effectiveness would require premature the disclosure of material nonpublic information that would materially and adversely affect Issuer or otherwise interfere with or adversely affect the Company has a bona fide business purpose for preserving as confidential (but in no event shall the Company exercise such postponement right more than once in any pending or proposed offering of securities of Issuer or any other material transaction involving Issuertwelve month period). (b) If, within five years of the exercise of the Stock Option, the Issuer The Company shall propose notify Parent in writing not less than 10 days prior to file filing a registration statement under the Securities Act (other than a filing on Form S-4 or S-8 or any successor form) with respect to any shares of Common Stock, the Issuer shall notify Grantee in writing not less than ten days prior to filing such registration statement. If Grantee Parent wishes to have any portion of its Option Shares included in such registration statement, it shall advise the Issuer Company in writing to that effect within two business days following receipt of such notice, and the Issuer Company will thereupon include the number of Option Shares indicated by Grantee Parent under such Registration Statement; provided that if the managing underwriter(s) of the offering pursuant to such registration statement advise the Issuer Company that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering on a commercially reasonable basis, priority shall be given toto securities intended to be registered by the Company for its own account and, thereafter, the Company shall include in such registration Option Shares requested by Parent to be included therein pro rata with the shares of Common Stock intended to be included therein by other stockholders of the Company. (c) All expenses relating to or in connection with any registration contemplated under this Section 8 and the transactions contemplated thereby (including all filing, printing, reasonable professional, roadshow and other fees and expenses relating thereto) will be at the Company's expense except for underwriting discounts or commissions and brokers' fees. The Company and Parent agree to enter into a customary underwriting agreement with underwriters upon such terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions. The Company shall indemnify Parent, its officers, directors, agents, other controlling persons and any underwriters retained by Parent in connection with such sale of such Option Shares in the customary way, and shall agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which Parent, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by Parent or its underwriters to the Company. Parent and its underwriters, respectively, shall indemnify the Company to the same extent with respect to information furnished in writing to the Company by Parent and such underwriters, respectively.

Registration of the Option Shares. (a) IfIf Parent requests the Company in writing, within two years of the exercise of the Stock Option, Grantee requests the Issuer in writing to register under the Securities Act at least twenty-five percent (25%) any of the Option Shares received purchased by Grantee hereunder (or, in the event that Grantee then holds less than twenty-five percent (25%) of the Option Shares received by Grantee Parent hereunder, all of the Option Shares then held by Grantee), the Issuer Company will use its reasonable best efforts to cause the offering of the Option Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by Grantee Parent of the Option Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith the Issuer shall Company will prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of GranteeParent's request) a registration statement under the Securities Act to effect such registration on an appropriate form, which would permit the sale of the Option Shares by Grantee Parent in accordance with the plan of disposition specified by Grantee Parent in its request. The Issuer Company shall not be obligated to make effective more than two registration statements pursuant to the foregoing sentence. The obligations ; provided, however, that the Company may postpone the filing of Issuer hereunder to file a registration statement and relating to maintain its effectiveness may be suspended a registration request by Parent under this Section 9 for up to a period of time (not in excess of 90 calendar days days) if in the aggregate if the Board of Directors of Issuer shall have determined that the Company's reasonable, good faith judgment such filing of such registration statement or the maintenance of its effectiveness would require premature the disclosure of material nonpublic information that would materially and adversely affect Issuer or otherwise interfere with or adversely affect the Company has a bona fide business purpose for preserving as confidential (but in no event shall the Company exercise such postponement right more than once in any pending or proposed offering of securities of Issuer or any other material transaction involving Issuertwelve-month period). (b) If, within five years of the exercise of the Stock Option, the Issuer The Company shall propose notify Parent in writing not less than 10 days prior to file filing a registration statement under the Securities Act (other than a filing on Form S-4 or S-8 or any successor form) with respect to any shares of Common Stock, the Issuer shall notify Grantee in writing not less than ten days prior to filing such registration statement. If Grantee Parent wishes to have any portion of its Option Shares included in such registration statement, it shall advise the Issuer Company in writing to that effect within two business days following receipt of such notice, and the Issuer Company will thereupon include the number of Option Shares indicated by Grantee Parent under such Registration Statement; provided that if the managing underwriter(s) of the offering pursuant to such registration statement advise the Issuer Company that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering on offering, the Company shall only include in such registration such number or dollar amount of Option Shares which, in the good faith opinion of the managing underwriter(s), can be sold without materially and adversely affecting such offering. (c) All expenses relating to or in connection with any registration contemplated under this Section 9 and the transactions contemplated thereby (including all filing, printing, reasonable professional and other fees and expenses relating thereto) will be at the Company's expense except for underwriting discounts or commissions and brokers' fees. The Company and Parent agree to enter into a commercially reasonable basiscustomary underwriting agreement with underwriters upon such terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions. The Company shall indemnify Parent, priority its officers, directors, agents, other controlling persons and any underwriters retained by Parent in connection with such sale of such Option Shares in the customary way, and shall agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which Parent, its officers, directors, agents, other controlling persons or underwriters may be given tosubject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by Parent or its underwriters to the Company. Parent and its underwriters, respectively, shall indemnify the Company to the same extent with respect to information furnished in writing to the Company by Parent and such underwriters, respectively.

Registration of the Option Shares. (a) If, within two years of the exercise of the Stock Option, Grantee If Parent requests the Issuer --------------------------------- Company in writing to register under the Securities Act at least twenty-five percent (25%) any of the Options or Option Shares received purchased or to be purchased by Grantee hereunder (or, in the event that Grantee then holds less than twenty-five percent (25%) of the Option Shares received by Grantee Parent hereunder, all of the Option Shares then held by Grantee), the Issuer Company will use its reasonable best efforts to cause the offering of the Options or Option Shares so (or other securities that have been acquired by or are issuable to Parent upon exercise of the Option) specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by Grantee Parent of the Options or Option Shares or other securities specified in its request (and to keep such registration in effect effective for a period of at least 90 270 days), and in connection therewith the Issuer shall prepare and file as promptly as reasonably possible (but in no event later than 60 30 days from receipt of GranteeParent's request) a registration statement under the Securities Act to effect such registration on an appropriate form, which would permit the sale of the Option or Option Shares by Grantee Parent in accordance with the plan of disposition manner specified by Grantee Parent in its request. The Issuer request (which may include a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision), provided, however, that the Company shall not be obligated required to make effective more than two registration statements pursuant to the foregoing sentence. The obligations of Issuer hereunder to prepare and file a registration statement and to maintain its effectiveness may be suspended for up to 90 calendar days in the aggregate if the Board of Directors of Issuer shall have determined that the filing of any such registration statement in connection with any proposed sale with respect to which the Company's counsel has rendered an opinion to Parent, which counsel and opinion shall be reasonably satisfactory to Parent, to the effect that no such registration is required under applicable laws and regulations in order to effect such sale or other distribution in the maintenance of its effectiveness would require premature disclosure of material nonpublic information that would materially manner intended by Parent. In connection with such registration, the Company shall provide Parent, as well as any underwriter for an offering covered by such registration statement, with such representations, warranties, covenants and adversely affect Issuer or otherwise interfere indemnities, and with or adversely affect any pending or proposed offering such certificates, opinions, accountants' letters and other documents, as Parent shall reasonably request and as are customarily rendered in connection with the registration of securities under the Act. Parent shall provide all information reasonably requested by the Company for inclusion in any registration statement under this Section 10. All expenses incurred by the Company in complying with the provisions of Issuer or any other material transaction involving Issuerthis Section 10, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and blue sky fees and expenses, shall be paid by the Company, except underwriting discounts and commissions to brokers and dealers and fees and disbursements of counsel to Parent, which Parent shall pay. The Company's obligation to register securities upon the request of Parent shall be limited to two occasions pursuant to this Section 10(a). (b) If, within five years of the exercise of the Stock Option, the Issuer The Company shall propose notify Parent in writing not less than 15 days prior to file filing a registration statement under the Securities Act with respect to any Common Stock (other than a filing on Form S-4 or any successor form, or in connection with any dividend reinvestment, employee stock purchase, stock option or similar plan, whether or not on Form S-8 or any successor form) with respect of the Company's intention so to any shares of Common Stock, the Issuer shall notify Grantee in writing not less than ten days prior to filing such registration statementfile. If Grantee Parent wishes to have any portion of its the Option or the Option Shares it owns included in such registration statement, it shall advise the Issuer Company in writing to that effect within two business 10 days following receipt of such noticenotice from the Company pursuant to the preceding sentence, and the Issuer Company will thereupon include the number of the Options or Option Shares indicated by Grantee Parent under such Registration Statement; provided registration statement, provided, however, that if the managing underwriter(s) of the offering pursuant to such registration statement advise the Issuer that in their opinion the number underwriter of shares of Common Stock requested to be so registered by the Company determines and advises in writing that the inclusion in the registration statement of the number of the Options or Option Shares indicated by Parent would interfere with the successful marketing of the Common Stock proposed to be registered and sold by the Company, then the number of the Options or Option Shares indicated by Parent to be included in the underwriting shall be reduced or eliminated pro rata among all holders of shares of Common Stock requesting such registration, including the Company. (c) In connection with any registration under the provisions of this Section 10, the Company shall indemnify and hold harmless Parent against any losses, claims, damages or liabilities, joint or several, of which Parent may become subject, insofar as such losses, claims, damages or liabilities (or any action in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement or preliminary or final prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse Parent for any legal or other expenses reasonably incurred by Parent in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or preliminary or final prospectus or such amendment or supplement thereto in reliance upon written information furnished by Parent specifically for use in the preparation thereof. Parent shall indemnify and hold harmless the Company to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished by Parent for use in the preparation of such registration statement or preliminary or final prospectus or such amendment or supplement thereto; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action. The foregoing indemnities shall also extend on the same terms to each officer and director of Parent and the Company, respectively and to each person, if any, who controls Parent or the Company. (d) The registration rights granted to Parent under this Section 10 shall (i) be effective only after an event set forth in Section 3 hereof shall have occurred and (ii) expire three years after the last acquisition of any Option Shares upon the exercise of the Option by Parent. (e) Parent will return to the Company all amounts received in any sale made pursuant to this Section 10 which exceed the product of (i) the number of such Options or Option Shares sold and (ii), (A) in the case of a sale of Options, the Option Cap, and (B) in the case of a of a sale of Option Shares, the amount per share received which exceeds the number which can be sold in such offering on a commercially reasonable basis, priority shall be given tothen applicable Purchase Price by more than the Option Cap.

Registration of the Option Shares. (a) If, within two years of the exercise of the Stock Option, Grantee requests the Issuer in writing to register under the Securities Act at least twenty-five percent (25%) of the Option Shares received by Grantee hereunder (or, in the event that Grantee then holds less than twenty-five percent (25%) any of the Option Shares received by Grantee hereunder, all of the Option Shares then held by Grantee), the Issuer will use its reasonable best efforts to cause the offering of the Option Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by Grantee of the Option Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith the Issuer shall prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of Grantee's request) a registration statement under the Securities Act (which complies with the requirements of applicable federal and state securities laws) to effect such registration on an appropriate form, which would permit the sale of the Option Shares by Grantee in accordance with the plan of disposition specified by Grantee in its request. The Issuer shall not be obligated to make effective more than two registration statements pursuant to the foregoing sentence. The obligations ; provided, however, that Issuer may postpone the filing of Issuer hereunder to file a registration statement and relating to maintain its effectiveness may be suspended a registration request by Grantee under this Section 8 for up to a period of time (not in excess of 90 calendar days days) if in the aggregate if the Board of Directors of Issuer shall have determined that the Issuer's reasonable, good faith judgment such filing of such registration statement or the maintenance of its effectiveness would require premature the disclosure of material nonpublic information that would materially and adversely affect Issuer or otherwise interfere with or adversely affect has a bona fide business purpose for preserving as confidential (but in no event shall Issuer exercise such postponement right more than once in any pending or proposed offering of securities of Issuer or any other material transaction involving Issuertwelve month period). (b) If, within five years of the exercise of the Stock Option, the Issuer shall propose notify Grantee in writing not less than 10 days prior to file filing a registration statement under the Securities Act (other than a filing on Form S-4 or S-8 or any successor form) with respect to any shares of Common Stock, the Issuer shall notify Grantee in writing not less than ten days prior to filing such registration statement. If Grantee wishes to have any portion of its Option Shares included in such registration statement, it shall advise the Issuer in writing to that effect within two business days following receipt of such notice, and the Issuer will thereupon include the number of Option Shares indicated by Grantee under such Registration Statement; provided that if the managing underwriter(s) of the offering pursuant to such registration statement advise the Issuer that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering on a commercially reasonable basis, priority shall be given toto securities intended to be registered by Issuer for its own account and, thereafter, Issuer shall include in such registration Option Shares requested by Grantee to be included therein pro rata with the shares of Common Stock intended to be included therein by other stockholders of Issuer. (c) All expenses relating to or in connection with any registration contemplated under this Section 8 and the transactions contemplated thereby (including all filing, printing, reasonable professional, roadshow and other fees and expenses relating thereto) will be at Issuer's expense except for underwriting discounts or commissions and brokers' fees. Issuer and Grantee agree to enter into a customary underwriting agreement with underwriters upon such terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions. Issuer shall indemnify and hold harmless Grantee, its officers, directors, agents, other controlling persons and any underwriters retained by Grantee in connection with such sale of such Option Shares in the customary way, and shall agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which Grantee, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by Grantee or its underwriters to Issuer. Grantee and its underwriters, respectively, shall indemnify and hold harmless Issuer to the same extent with respect to information furnished in writing to Issuer by Grantee and such underwriters, respectively.