Common use of Registration of the Shares Clause in Contracts

Registration of the Shares. (i) The Company shall use its reasonable best efforts to prepare and file with the SEC, by August 31, 2011, a Registration Statement under the Securities Act to permit the public sale of the Restricted Stock and use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information as may be reasonably requested by the Company in order to include such Restricted Stock in such Registration Statement. If the Selling Stockholders decide not to include all or any portion of their Restricted Stock in such Registration Statement, then the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities. (ii) In the event that any registration pursuant to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration: (A) first, the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereof.

Registration of the Shares. (ia) The Subject to the terms and conditions contained herein, and except as otherwise provided in Section 2(a) below, the Company shall use its commercially reasonable best efforts to prepare and file with the Securities and Exchange Commission (the "SEC, by August 31, 2011") within ninety (90) days after the completion of the Offering, a Registration Statement under the pursuant to Securities Act of 1933, as amended (the "Act"), covering the reoffer and resale from time to permit the public sale time of the Restricted Stock Shares by the Shareholders, including any exhibit and amendment thereto, and any preliminary or final prospectus, and any supplement thereto (the "Registration Statement"). The Company agrees to use its commercially reasonable best efforts to cause such the Registration Statement to become effective under the Act as soon as reasonably practicable after the filing the thereof. In connection with the foregoing, the Shareholders agree to cooperate with the Company and to provide the Company in a timely manner with all information regarding the Shareholders as the Company may reasonably request in connection with the preparation of the Registration Statement. In addition, the Shareholders agree to promptly notify the Company of any changes in the information set forth in the Registration Statement regarding Shareholders or such Shareholders' plan of distribution as set forth in such Registration Statement. Notwithstanding the foregoing, the Shareholders hereby acknowledge and agree that the Company cannot and is not representing when, if ever, the Registration Statement will be declared effective by the SEC. (b) The Company shall prepare and file with the SEC (i) such amendments and supplements to the Registration Statement and any "Prospectus," as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information term is hereinafter defined, used in connection therewith, and (ii) such other filings required by the SEC, in each case as may be reasonably requested by necessary to keep the Registration Statement continuously effective and not misleading until the first to occur of (A) all of the Shares have been previously sold or disposed of pursuant to the Registration Statement; (B) all of the Shares have otherwise been sold, transferred or disposed of to any entity other than an Affiliate of the Shareholders; or (C) one hundred and eighty (180) days from the effective date of the Registration Statement or such other time thereafter as the Company in its sole discretion may agree to. (c) In order to include such Restricted Stock in such Registration Statement. If facilitate the Selling Stockholders decide not to include public sale or other disposition of all or any portion of their Restricted Stock in such Registration Statement, then the Company shall have no further obligation Shares by the Shareholders pursuant to include such Restricted Stock in any subsequent the Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities. (ii) In the event that any registration pursuant to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include furnish to the Shareholders with respect to the Shares registered under the Registration Statement such number of copies of prospectuses, prospectus supplements and preliminary prospectuses as such Shareholders reasonably requests in such registration: conformity with the requirements of the Act (A) firstcollectively, the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A"Prospectus"). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (ivd) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of file such registration without thereby incurring liability to the holders documents, if any, reasonably required of the Restricted Stock, regardless of whether any holder has elected to include securities Company for normal blue sky clearance in New York and such registration. The Registration Expenses (other state(s) as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance its sole discretion may agree to; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this clause (d), (ii) subject itself to general taxation in any such jurisdiction; (iii) consent to general service of process in any such jurisdiction; or (iv) undertake compliance with Section 7(d) hereofsubstantive requirements of the blue sky laws or regulations of a jurisdiction which are unreasonably burdensome or onerous, including escrow requirements.

Registration of the Shares. (ia) The Company shall use its reasonable best efforts If, at any time commencing after the date of this Agreement and expiring three (3) years thereafter, the Buyer proposes to prepare and file with the SEC, by August 31, 2011, a Registration Statement registration statement or statements under the Securities Act to permit of 1933 (the "Act") for the public sale of Buyer Shares for cash (other than in connection with a merger or pursuant to Form S-4, Xxxx X-0 xx comparable registration statement) it will give written notice, at least twenty (20) days prior to the Restricted Stock and use filing of each such registration statement, to the Seller of its reasonable best efforts intention to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information as may be reasonably requested by the Company in order to include such Restricted Stock in such Registration Statementdo so. If the Selling Stockholders decide not Seller notifies the Buyer in writing within five (5) business days after receipt of any such notice of his desire to include all or the Seller Shares in such proposed registration statement, the Buyer shall afford the Seller the opportunity to have the Seller Shares registered under such registration statement; provided, however, that in the case of an underwritten offering, if the Buyer notifies the Seller in writing that the managing underwriter has notified the Buyer that the inclusion in the registration statement of any portion of their Restricted Stock in the Seller Shares would have an adverse effect on such Registration Statementunderwritten offering, then the Company shall have no further obligation managing underwriter may limit the number of Seller Shares to include be included in such Restricted Stock registration statement only to the extent necessary to avoid such adverse effect; and provided, further, however, that in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities. (ii) In the event that any registration pursuant to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf securities of the CompanyBuyer held by any person or entity other than the Buyer or the Seller ("Third Party Securities") are to be included in such underwritten offering, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If and the managing underwriter thereof advises the Company in writing that in its opinion shall have determined to limit the number of securities Seller Shares or Third Party Securities to be so included, then such limitation shall be applied to the Seller Shares and the Third Party Securities, pro rata based on the number of Seller Shares and Third Party Securities requested to be included in such underwritten offering. Notwithstanding the provisions of this Section 1(a), the Buyer shall have the right at any time after it shall have given written notice pursuant to this Section 1(a) (irrespective of 43 whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration exceeds statements or to withdraw the number which can be sold in an orderly manner in such offering within a price range acceptable same after the filing but prior to the Company, the Company shall include in such registration: (A) first, the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registrationeffective date thereof. (iiib) Following the effective date of any registration statement including any Seller Shares, the Buyer shall, upon the request of the Seller, forthwith supply such reasonable number of copies of the registration statement, prospectus and other documents necessary or incidental to the registration as shall be reasonably requested by the Seller to permit the Seller to make a public distribution of the Seller Shares. The Buyer will use its reasonable efforts to qualify the Seller Shares for sale in such states as the Seller shall reasonably request, provided that no such qualification will be required in any jurisdiction where, solely as a result thereof, the Buyer would be subject to general service of process or to taxation or qualification as a foreign corporation doing business in such jurisdiction. The obligations of the Buyer hereunder with respect to the Seller Shares are expressly conditioned on the Seller furnishing to the Buyer such appropriate information concerning the Seller and the Seller Shares as the Company may reasonably request. (c) The Company shall bear the entire cost and expense of the registration of the Seller Shares; provided, however, that the Seller shall be solely responsible for the fees of any counsel retained by the Seller in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Seller Shares sold by the Seller pursuant thereto. (d) Neither the filing of such registration statement by the Buyer pursuant to this Agreement nor the making of any request for prospectuses by the Seller shall impose upon the Seller any obligation to sell the Seller Shares. (e) The Seller, upon receipt of notice from the Buyer that an event has occurred which requires a post-effective amendment to any registration statement including any Seller Shares or a supplement to the prospectus included therein, shall promptly discontinue the sale of the Seller Shares until the Seller receives a copy of a supplemented or amended prospectus from the Buyer, which the Buyer shall provide as soon as practicable after such notice. (f) Notwithstanding anything else to the contrary contained hereinin this Agreement, if the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only Seller requests to the inclusion have any of the Restricted Stock in a Registration Statement. The Company shall have no obligation Seller Shares registered under the Act pursuant to assure the terms this Agreement, and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under if such Seller Shares are so registered then this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration Agreement shall be borne by the Company in accordance with Section 7(d) hereofof no further force or effect.

Registration of the Shares. (ia) The Company shall use its reasonable best efforts to prepare and hereby agrees that, by June 30, 1997, it will file a registration statement (the "REGISTRATION STATEMENT") under the Securities Act with the SEC, by August 31naming the Subscriber as a selling stockholder. The Subscriber is referred to herein as the "HOLDER." (b) Once filed, 2011, a Registration Statement under the Securities Act to permit the public sale of the Restricted Stock and Company will use its reasonable best efforts to cause such the Registration Statement to become effective as promptly as possible and, if any stop order shall be declared effective issued by the SEC in connection therewith, to use its reasonable efforts to obtain the removal of such order. Following the effective date of the Registration Statement, the Company shall, upon the request of the Holder, forthwith supply such reasonable number of copies of the Registration Statement, prospectus and other documents necessary or incidental to the registration as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information as may be reasonably requested by the Holder to permit the Holder to make a public distribution of such Holder's Shares. The Company in order will use its reasonable efforts to include such Restricted Stock qualify the Shares for sale in such Registration Statement. If states as the Selling Stockholders decide not Holder shall reasonably request, provided that no such qualification will be required in any jurisdiction where, solely as a result thereof, the Company would be subject to include all general service of process or any portion of their Restricted Stock to taxation or qualification as a foreign corporation doing business in such jurisdiction. The obligations of the Company hereunder with respect to the Shares of the Holder are expressly conditioned on the Holder furnishing to the Company such appropriate information concerning the Holder, the Holder's Shares and the terms of the Holder's offering of such Shares as the Company may reasonably request. (c) The Company shall bear the entire cost and expense of the registration of the Shares; provided, however, that the Holder shall be solely responsible for the fees of any counsel retained by the Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Shares sold by the Holder pursuant thereto. (d) Neither the filing of the Registration Statement by the Company pursuant to this Subscription Agreement nor the making of any request for prospectuses by any Holder shall impose upon any Holder any obligation to sell the Holder's Shares. (e) The Holder, upon receipt of notice from the Company that an event has occurred which requires a post-effective amendment to the Registration Statement or a supplement to the prospectus included therein, shall promptly discontinue the sale of Shares until the Holder receives a copy of a supplemented or amended prospectus from the Company, which the Company shall provide as soon as practicable after such notice. (f) The Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, then the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement or Registration Statements as may be other registration statement filed by the Company under the Securities Act, any post- effective amendment to such registration statements, or any prospectus included therein required to be filed or furnished by reason of this Subscription Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except, with respect to offerings the Holder, insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holder expressly for use therein, which indemnification shall include each person, if any, who controls the Holder within the meaning of the Securities Act and each officer, director, employee and agent of the Holder; provided, however, that the indemnification in this paragraph (c) with respect to any prospectus shall not inure to the benefit of the Holder (or to the benefit of any person controlling the Holder) on account of any such loss, claim, damage or liability arising from the sale of Shares by the Holder, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to the Holder by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder to the purchaser prior to such sale; and provided further, that the Company shall not be obligated to so indemnify the Holder or other person referred to above unless the Holder or other person, as the case may be, shall at the same time indemnify the Company, its securitiesdirectors, each officer signing the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Subscription Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder expressly for use therein. (iig) In If for any reason the event that indemnification provided for in the preceding subparagraph is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any registration pursuant loss, claim, damage, liability or expense referred to Section 7(b)(i) shall betherein, then the indemnifying party, in whole lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in partsuch proportion as is appropriate to reflect not only the relative benefits received by the indemnified party and the indemnifying party, an underwritten public offering of Common Stock on behalf but also the relative fault of the Companyindemnified party and the indemnifying party, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration: (A) first, the securities the Company proposes to sell, and (B) second, the Restricted Stock and as well as any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registrationrelevant equitable considerations. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereof.

Registration of the Shares. In accordance with this Agreement and the Settlement Agreement, (i) The Company shall Mr. Xxxxxx xxx IARC will use its reasonable their best efforts to prepare and file with effect registration of the SEC, by August 31, 2011, a Registration Statement Shares under the Securities Act to permit the public sale resale of the Restricted Stock Shares by Mr. Xxxxxx xxxm time to time, in accordance with the intended method or methods of disposition thereof, and (ii) IARC will: (a) prepare and file with the Commission, no later than the third business day after Mr. Xxxxxx xxxvides the information required by Section 6.2 of this Agreement, or June 12, 2001, whichever is later, the Registration Statement on Form S-3, or any other appropriate form under the Securities Act, which form shall be available for the resale of the Shares by Mr. Xxxxxx xxxm time to time, in accordance with the intended method or methods of distribution thereof, and use its reasonable their best efforts to cause such the Registration Statement to be declared become effective by the SEC as soon as reasonably practicable thereafter. The Selling Stockholders shall after the Final Order; provided that before filing the Registration Statement or Prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of the Registration Statement, IARC and Mr. Xxxxxx xxxl furnish to Mr. Xxxxxx xxxies of all such information documents proposed to be filed; (b) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement and all reports under the Exchange Act incorporated by reference therein as may be reasonably requested by necessary to keep the Company in order to include such Restricted Stock in such Registration Statement. If the Selling Stockholders decide not to include all or any portion of their Restricted Stock in such Registration Statement, then the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement or in effect and current for a period of two (2) years (plus the number of days of any discontinuance pursuant to Section 4 hereof) from the Registration Statements Date; cause the Prospectus to be supplemented by any required prospectus supplement; and as may so supplemented to be filed by pursuant to Rule 424 under the Company Securities Act; and comply with the provisions of the Securities Act with respect to offerings of its securities. (ii) In the event that any registration pursuant to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration: (A) first, the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereof.the

Registration of the Shares. (ia) The Company shall use agrees, subject to the requirements and restrictions of the Act and the terms and conditions herein, to include the reoffer and resale by the Investors of one half of the Shares purchased by each of such Shareholders in this Offering in a registration statement under the Act covering the reoffer and resale of the Shares by the investors in the Company's October 2002 Private Placement (the "Registration Statement"). The Company agrees to utilize its best commercially reasonable best efforts to prepare and file the Registration Statement with the SECSEC as soon as is practicable after the termination of this Offering. Notwithstanding the foregoing, by August 31the Company cannot state with certainty when, 2011if ever, a the Registration Statement under the Securities Act to permit the public sale of the Restricted Stock and use its reasonable best efforts to cause such Registration Statement to will be declared effective by the SEC SEC. Subject to the terms contained herein, the Company further agrees to take such further actions as may be reasonably necessary to respond to any comments that the United States Securities and Exchange Commission (the "SEC") may have in a timely manner and to otherwise take such steps as may be commercially prudent and reasonably necessary so that the Registration Statement is declared effective as soon as reasonably practicable thereafterafter the filing thereof. The Selling Stockholders shall furnish such information as may be reasonably requested by In connection with the foregoing, the Shareholders agree to cooperate with the Company and to provide the Company in order a timely manner with all information regarding the Shareholders as the Company may reasonably request in connection with the preparation of the Registration Statement. In addition, the Shareholders agree to include promptly notify the Company of any changes in the information set forth in the Registration Statement regarding Shareholders or such Restricted Stock Shareholders' plan of distribution as set forth in such Registration Statement. If Notwithstanding the Selling Stockholders decide foregoing, the Shareholders hereby acknowledge and agree that the Company cannot and is not representing when, if ever, the Registration Statement will be declared effective by the SEC. Each of the Shareholders further acknowledge and agree that they may only have up to one half of the shares purchased by each of them included in the Registration Statement (the "Registrable Shares"). The failure of one or more Investors to include all or any portion of their Restricted Stock the Registrable Shares owned by them shall entitle any other Investor to include more than one half of the Shares acquired by them in such the Offering in the Registration Statement, then the . (b) The Company shall prepare and file with the SEC (i) such amendments and supplements to the Registration Statement and any "Prospectus," as such term is hereinafter defined, used in connection therewith, and (ii) such other filings required by the SEC, in each case as may be necessary to keep the Registration Statement continuously effective and not misleading until the first to occur of (A) all of the Shares have no further obligation been previously sold or disposed of pursuant to include such Restricted Stock in the Registration Statement; (B) all of the Shares have otherwise been sold, transferred or disposed of to any subsequent entity other than an Affiliate of the Shareholders; or (C) one hundred and eighty (180) days from the effective date of the Registration Statement or Registration Statements such other time thereafter as may be filed by the Company with respect to offerings of in its securitiessole discretion may agree to. (iic) In order to facilitate the event that public sale or other disposition of all or any registration of the Shares by the Shareholders pursuant to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the CompanyRegistration Statement, the Company shall include furnish to the Shareholders with respect to the Shares registered under the Registration Statement such number of copies of prospectuses, prospectus supplements and preliminary prospectuses as such Shareholders reasonably requests in such registration: conformity with the requirements of the Act (A) firstcollectively, the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A“Prospectus”). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (ivd) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of file such registration without thereby incurring liability to the holders documents, if any, reasonably required of the Restricted Stock, regardless of whether any holder has elected to include securities Company for normal blue sky clearance in New York and such registration. The Registration Expenses (other state(s) as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance its sole discretion may agree to; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this clause (d), (ii) subject itself to general taxation in any such jurisdiction; (iii) consent to general service of process in any such jurisdiction; or (iv) undertake compliance with Section 7(d) hereofsubstantive requirements of the blue sky laws or regulations of a jurisdiction which are unreasonably burdensome or onerous, including escrow requirements.

Registration of the Shares. (ia) The Company shall use its reasonable best efforts to prepare and file with the SEC, by August 31, 2011within six (6) months of the date of this Option, a Registration Statement under the Securities Act to permit the public sale of the Restricted Stock Stock, and use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Selling Stockholders Purchaser shall furnish such information as may be reasonably requested by the Company in order to include such the Restricted Stock in such Registration Statement. If the Selling Stockholders decide not to include all or any portion of their Restricted Stock in such Registration Statement, then the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities. (iib) In the event that any registration pursuant to Section 7(b)(i7.2(a) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders Holders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which that can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration: (Ai) first, the securities the Company proposes to sell, and (Bii) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (Bii) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (Ai). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iiic) Notwithstanding anything to the contrary contained herein, the Company's obligation in obligations under Sections 7(b)(i7.2(a) and (iib) above are subject to the following provisions: (i) the Company's obligations under Sections 7.2(a) and (b) shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The ; (ii) the Company's obligations under Sections 7.2(a) and (b) shall not extend to any initial public offering by the Company ("Primary Offering") unless (A) consented to in writing by the Company and, in the case of an underwritten Primary Offering, the managing underwriter, or (B) the shares of Common Stock owned by shareholders that have registration rights similar to those provided in this Section 7 will be registered in the Registration Statement; and (iii) the Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, Stock or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (ivd) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) 7.2 prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)7.5) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) 7.4 hereof.

Registration of the Shares. Promptly following the execution of this Agreement, we will file and use our best efforts to cause to become effective a registration statement under the 1933 Act Hasbro, Inc. January 15, 1997 Page 3 covering the Shares for resale under the 1933 and all applicable state securities laws. We will use our best efforts to cause such registration statement to remain effective for three years after the date of this Agreement. In addition, we agree to (i) The Company shall Furnish to you copies of such registration statement and any amendments or supplements thereto and any prospectus forming a part thereof prior to filing, which documents will be subject to the review of your counsel (but not approval of such counsel, except with respect to any statement in the registration statement that relates to you). (ii) Notify you promptly after we have received notice of the time when such registration statement has become effective or any supplement to any prospectus forming a part of such registration statement has been filed. (iii) Prepare and file with the Securities and Exchange Commission (the "SEC"), and promptly notify you of the filing of, 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 1933 Act with respect to the disposition of the Shares covered by such registration statement. (iv) Advise you promptly after we have received notice or obtained knowledge thereof of the issuance of any stop order by the SEC suspending the effectiveness of any such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable our best efforts to prepare prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. (v) Furnish to you such numbers of copies of such registration statement, each amendment and supplement thereto, and the prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as you may reasonably request in order to facilitate the disposition of the Shares. (vi) Prepare and promptly file with the SEC, by August 31, 2011, a Registration Statement under the Securities Act to permit the public sale and promptly notify you of the Restricted Stock happening of any event requiring the filing and use its reasonable best efforts the filing of, any amendment or supplement to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information registration statement or prospectus as may be reasonably requested by necessary to correct any statements or omissions if, at the Company time when a prospectus relating to the Shares is required to be delivered under the 1933 Act, any event has occurred as the result of which any such prospectus must be amended in order that it does not make any untrue statement of a material fact or omit to include state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (vii) In case you are required to deliver a prospectus at a time when the prospectus then in effect may no longer be used under the 1933 Act, prepare promptly upon request such Restricted Stock in amendment or amendments to such Registration Statement. If the Selling Stockholders decide not to include all or any portion of their Restricted Stock in registration statement and such Registration Statement, then the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement or Registration Statements prospectus as may be filed by necessary to permit compliance with the Company with respect to offerings requirements of its securitiesthe 1933 Act. (iiviii) In If any of our similar securities are then listed on any securities exchange or the event that any NASDAQ National Market, we will cause the Shares covered by such registration pursuant to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested statement to be included in listed on such registration exceeds exchange or the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration: (A) first, the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registrationNASDAQ National Market. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereof.

Registration of the Shares. The Borrower agrees that it will, within a reasonable time after the later to occur of (ia) The Company the date on which Borrower shall use be eligible to register its stock on Form S-3 (or the then equivalent form) and (b) Lender's written notice to Borrower requesting registration of the Shares under this Section 7.01 and stating that Lender it is Lender's good faith belief that it may wish to exercise rights hereunder within a reasonable best efforts time following such notice; PROVIDED, that the giving of any such notice shall impose no obligation on Lender to prepare exercise its conversion rights, register at the Borrower's expense on Form S-3 (or the then equivalent form) (the "S-3 Registration"), and maintain at all times the effectiveness of such S-3 Registration of the Shares, so that such Shares may be publicly sold by the Lender and transferees thereof. During any period in which the S-3 Registration of the Shares is not effective, or if it is determined by the Borrower that Form S-3 (or the then equivalent form) is not available under applicable rules to effect the registration of the Shares for resale, then at any time the Borrower proposes to file with the SEC, by August 31, 2011, a Registration Statement registration statement to register securities under the Securities Act of 1933, as amended ("1933 Act"), it shall, at least 30 days prior to permit each such filing, give written notice of such proposed filing to the public sale Lender, each transferee thereof and each Lender of Shares at their respective addresses as they appear on the records of the Restricted Stock Borrower, and use its reasonable best efforts shall offer to cause include and shall include in such filing any proposed disposition of the Shares, upon receipt by the Borrower, not less than 10 days prior to the proposed filing date, of a request therefor setting forth the facts with respect to such proposed disposition and all other requested information with respect to such person reasonably necessary to be included in such Registration Statement to be declared effective by (the SEC as soon as reasonably practicable thereafter"Request Securities"). The Selling Stockholders shall furnish such information as may be reasonably requested by In the Company event that the managing underwriter for said offering advises the Borrower in order to include such Restricted Stock in such Registration Statement. If writing that the Selling Stockholders decide not to include inclusion of all or any portion of their Restricted Stock such Request Securities in such Registration Statementthe offering would be detrimental to the offering, then or that the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement disposition of all or Registration Statements as may be filed by the Company with respect to offerings of its securities. (ii) In the event that any registration pursuant to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf a portion of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected Request Securities should be held back for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number a period of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration: (A) first, the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to not more than 90 days following the effectiveness of such registration without thereby incurring liability statement, such Request Securities shall not be included in the Registration Statement, or shall be held back, as the case may be, provided that if any securities held by persons with similar rights (a) are to be included in the Registration Statement, the Request Securities shall be included on a pro rata basis and (b) are not to be held back, the Request Securities shall not be held back on a pro rata basis. Until such registration, the Lender understands that the Shares are restricted securities subject to the holders provisions of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereofthis Agreement.

Registration of the Shares. (ia) The Company shall use its reasonable best efforts If, at any time commencing after the date of this Agreement and expiring three (3) years thereafter, the Buyer proposes to prepare and file with the SEC, by August 31, 2011, a Registration Statement registration statement or statements under the Securities Act to permit of 1933 (the public "Act") for sale of Buyer shares for cash (other than in connection with a merger or pursuant to Form S-4, Xxxx X-0 xx their successor forms, it will give written notice, at least forty five (45) days prior to the Restricted Stock and use filing of each such registration statement, to the Seller of its reasonable best efforts intention to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information as may be reasonably requested by the Company in order to include such Restricted Stock in such Registration Statementdo so. If the Selling Stockholders decide not Seller notifies the Buyer in writing within twenty (20) business days after receipt of any such notice of his desire to include all the Seller Shares or any of them in such proposed registration statement, the Buyer shall afford the Seller the opportunity to have the Seller Shares registered under such registration statement; provided, however, that in the case of an underwritten offering, if the Buyer notifies the Seller in writing that the managing underwriter has notified the Buyer that the inclusion in the registration statement of any portion of their Restricted Stock in the Seller Shares would have an adverse effect on such Registration Statementunderwritten offering, then the Company shall have no further obligation managing underwriter may limit the number of Seller Shares to include be included in such Restricted Stock registration statement only to the extent necessary to avoid such adverse effect; and provided, further, however, that in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities. (ii) In the event that any registration pursuant to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf securities of the CompanyBuyer held by any person or entity other than the Buyer or the Seller ("Third Party Securities") are to be included in such underwritten offering, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If and the managing underwriter thereof advises the Company in writing that in its opinion shall have determined to limit the number of securities Seller Shares or Third Party Securities to be so included, then such limitation shall be applied to the Seller Shares and the Third Party Securities, pro rata based on the number of Seller Shares and Third Party Securities requested to be included in such registration exceeds underwritten offering. Notwithstanding the provisions of this Section 1(a), the Buyer shall have the right at any time after it shall have given written notice pursuant to this Section 1(a) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file (b) In the event that Seller has not been afforded the opportunity under Section 1(a) hereof during the two year period commencing on the date hereof and ending two years thereafter to have all of the Sellers Shares included in one or more Registration Statements, Seller shall have the right upon written notice to Buyer to demand, one time only, the filing of a Registration Statement under the Act covering that number which can be sold of Seller Shares specified in an orderly manner in such offering within a price range acceptable writing to the CompanyBuyer. Buyer agrees that it shall use its reasonable commercial efforts to have said Registration Statement declared effective and thereafter to be kept current for a minimum of 90 days thereafter. Buyer may defer the filing of the Registration Statement for up to 90 days to permit Buyer to use periodic reports otherwise prepared by Buyer in connection with such filing. Such demand right shall not apply if, notwithstanding the opportunity provided to Seller under Section 1(a), Seller has not elected to include the maximum number of Seller Shares in the Registration Statements provided for therein. Except as otherwise provided herein, the Company terms of this Agreement shall include in such registration: (A) first, the securities the Company proposes be equally applicable to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be Seller Shares registered under this clause (BSection 1(a) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (Aand 1(b). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iiic) Notwithstanding anything Following the effective date of any registration statement including any Seller Shares, the Buyer shall, upon the request of the Seller, forthwith supply such reasonable number of copies of the registration statement, prospectus and other documents necessary or incidental to the contrary contained hereinregistration as shall be reasonably requested by the Seller to permit the Seller to make a public distribution of the Seller Shares. The Buyer will use its best efforts to qualify the Seller Shares for sale in such states as the Seller shall reasonably request, provided that no such qualification will be required in any jurisdiction where, solely as a result thereof, the Company's obligation Buyer would be subject to general service of process or to taxation or qualification as a foreign corporation doing business in Sections 7(b)(i) and (ii) above shall extend only such jurisdiction. The obligations of the Buyer hereunder with respect to the inclusion Seller Shares are expressly conditioned on the Seller furnishing to the Buyer such appropriate information concerning the Seller and the Seller Shares as the Company may reasonably request. (d) The relevant Buyer shall bear the entire cost and expense of the Restricted Stock registration of the Seller Shares; provided, however, that the Seller shall be solely responsible for the fees of any counsel retained by the Seller in a Registration Statement. The Company connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Seller Shares sold by the Seller pursuant thereto. (e) Neither the filing of such registration statement by the Buyer pursuant to this Agreement nor the making of any request for prospectuses by the Seller shall have no impose upon the Seller any obligation to assure sell the terms and conditions Seller Shares. (f) The Seller, upon receipt of distributionnotice from the Buyer that an event has occurred which requires a post-effective amendment to any registration statement including any Seller Shares or a supplement to the prospectus included therein, to obtain a commitment from an underwriter relative to shall promptly discontinue the sale of the Restricted Stock, Seller Shares until the Seller receives a copy of a supplemented or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereof.amended

Registration of the Shares. (a) The holders of at least an aggregate of 100,000 Shares may request the Company to register under the Securities Act the resale of all or any portion of such Shares, but in no event less than 60,000 Shares, held by such requesting holder or holders for sale in the manner specified in such notice. (b) Following receipt of any notice under this Section 8.1, the Company shall immediately notify all holders of the Shares from whom notice has not been received and shall commit to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of Shares specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). All such holders who submit requests to the Company pursuant to this Section 8.1 shall be referred to individually as a "Requesting Holder" and collectively as "Requesting Holders." If the Requesting Holders may elect to have the Shares sold to one or more persons participating as underwriters ("Underwriters") for an offering of Shares to the public (an offering of any shares of capital stock of the Company by means of Underwriters to the public shall be referred to as an "Underwritten Offering"), the holders of a majority of the Shares to be sold in such offering may designate the managing Underwriter of such offering, subject to approval of the Company, which approval will not be unreasonably withheld or delayed. The Company shall be obligated to register the Shares pursuant to this Section 8.1 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least 60% of the total Shares specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Requesting Holders, shall have become effective and, if such method of disposition is an Underwritten Offering, all such shares shall have been sold pursuant thereto. (c) Except for registration statements on Form S-4, S-8 or any successor theretx xxx xxcept as required under the registration rights agreements referred to in Schedule II hereto, the Company will not file with the Commission without the approval of the Requesting Holders any other new registration statements with respect to its capital stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from Requesting Holders pursuant to this Section 8.1 until the earlier of (i) six (6) months from the date of receipt of such notice and (ii) the completion of the period of distribution of the registration contemplated thereby. The registration statement, together with all amendments and supplements, including post-effective amendments, in each case including the prospectus contained therein (including the preliminary prospectus and all amendments and supplements to the prospectus, including post-effective amendments) (collectively, the "Prospectus"), all exhibits thereto or to the Prospectus and all material incorporated by reference therein or to the Prospectus, is referred to as the "Registration Statement". (d) If and whenever the Company shall use its reasonable best efforts is required by the provisions of this Section 8.1 to effect the registration of any Shares under the Securities Act, the Company will, as expeditiously as possible: (i) prepare and file with the SECCommission, by August 31, 2011no later than 60 days after the receipt of the first notice from the Requesting Holders, a Registration Statement under the Securities Act on Form S-2 (or other appropriate form) with respect to permit the public sale of the Restricted Stock such securities and use its reasonable best efforts to cause such Registration Statement to become and remain effective for the period of distribution contemplated thereby (determined as hereinafter provided); (ii) prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period contemplated in (i) above and comply with the provisions of the Securities Act with respect to the disposition of all Shares covered by such Registration Statement in accordance with the sellers' intended method of disposition set forth in such Registration Statement for such period; (iii) register or qualify the Shares, by the time the Registration Statement is declared effective by the SEC Commission, under all applicable state securities or "Blue Sky" laws of such jurisdictions as each Underwriter, if any, or the Requesting Holders shall request in writing, provided that the Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject; (iv) keep each such registration or qualification effective during the period the Registration Statement is required to be kept effective; (v) upon request by the Requesting Holders, do any and all other acts and things which may be reasonably necessary to enable such Underwriter, if any, and the Requesting Holders to consummate the disposition of the Shares in each such jurisdiction; (vi) notify the Requesting Holders when the Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective; (vii) in connection with an Underwritten Offering, if any, notify the Requesting Holders if, between the effective date of the Registration Statement and the closing of any sale of Shares, the representations and warranties of the Company contained in the underwriting agreement relating to any Underwritten Offering cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; (viii) furnish or cause to be furnished forthwith to the Requesting Holders, a "cold comfort" letter of the Company's independent accountants, as of the effective date of the Registration Statement, as to such matters as customarily are covered in accountant's letters delivered to underwriters in underwritten public offerings of securities; (ix) furnish or cause to be furnished forthwith to the Requesting Holders, an opinion of counsel to the Company, as of the effective date of the Registration Statement, in the form customarily provided by issuer's counsel in underwritten public offerings of securities; (x) furnish such number of Prospectuses and other documents incident thereto, including any amendment of or supplement to the Prospectus as the Requesting Holders from time to time may reasonably request during the period of distribution of the Shares; (xi) provide a transfer agent and registrar for all of the Shares; and (xii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission with respect to the disposition of the Shares covered by such Registration Statement, and make available to its security holders, as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information as may be reasonably requested by practicable, an earnings statement covering the Company in order to include such Restricted Stock in such Registration Statement. If period of at least twelve months, but not more than eighteen months, beginning with the Selling Stockholders decide not to include all or any portion first month after the effective date of their Restricted Stock in such the Registration Statement, then which earnings statement shall satisfy the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement or Registration Statements as may be filed by provisions of Section 11(a) of the Company with respect to offerings of its securitiesSecurities Act. (iie) For purposes of this Section 8.1, the period of distribution of the Shares in an Underwritten Offering shall be deemed to extend until each Underwriter has completed the distribution of all securities purchased by it (but no later than 180 days), and the period of distribution of the Shares in any other registration shall be deemed to extend until the earlier of the sale of all Shares covered thereby and 180 days after the effective date thereof. (f) In connection with each registration under this Section 8.1, and as a condition to the event that any registration pursuant inclusion of their shares therein, the Requesting Holders will furnish to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. (g) As soon as the Company is eligible to register the Shares on Form S-3 (or any successor form thereto under the Securities Act), the Company will, as expeditiously as possible but in any event no later than 60 days after the Company is eligible to register the Shares on Form S-3, undertake to amend the "shelf" Registration Statement on Form S-3 referred to in Section 8.2 to include any Shares outstanding or to file and to use its opinion reasonable best efforts to have declared effective a separate registration statement registering the number resale of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable Shares. Any Shares so registered pursuant to the Company's "shelf" Registration Statement on Form S-3 or such other registration statement shall be thereinafter included within the definition of "Registered Securities". (h) Subject to Section 8.3 below, the Company shall include in such registration: (A) first, agrees to supplement or amend the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne if required by the Company in accordance with Section 7(d) hereofSecurities Act.

Registration of the Shares. The Company hereby covenants and agrees that: (ia) The within 90 days from the date of Acceptance by the Company for any Shares subscribed for hereunder the Company shall use its reasonable commercial efforts to file a Registration Statement under the U.S. Act with the SEC covering the proposed registration and disposition of all Shares (including any shares issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares issued to the Subscriber hereunder) to be acquired hereunder by the Subscriber; (b) upon the filing of said Registration Statement with the SEC, the Company shall use its reasonable commercial efforts to obtain an effective date from the SEC for the Registration Statement (the "Effective Date") within six months from the initial date of Acceptance by the Company for any Shares subscribed for hereunder; (c) upon the receipt by the Company from the SEC of an Effective Date for said Registration Statement, the Company shall use its reasonable best efforts to prepare and file with maintain the SEC, by August 31, 2011, a effectiveness of the Registration Statement under for a period of up to 12 months from the Securities Act Effective Date, including the filing of such amendments and supplements to permit the public sale of the Restricted Stock and use its reasonable best efforts to cause such Registration Statement to be declared effective by and the SEC as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish prospectus used in connection with such information registration statement as may be reasonably requested by necessary to comply with the provisions of the U.S. Act; (d) if the Company proposes to register or list any of its shares of common stock under applicable law in order to include such Restricted Stock in such Registration Statement. If Canada, either for its own account or for the Selling Stockholders decide not to include all or account of any portion other stockholder of their Restricted Stock in such Registration Statementthe Company, then the Company will give written notice thereof to the Subscriber at least 30 days prior to the commencement of the registration or listing process and shall have no further obligation use its commercially reasonable efforts to include the Shares in such Restricted Stock in any subsequent Registration Statement registration or Registration Statements as may be filed by listing; provided that the Company with respect to offerings of its securities. (ii) In may exclude the event that Shares from any registration pursuant to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of in Canada to the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with extent the underwriter or underwriters selected for of such underwriting by the Company. If the managing underwriter thereof offering advises the Company in writing that in its opinion marketing factors require a limitation of the number amount of securities requested to be included underwritten; (e) the Company (i) will keep the Subscriber advised in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable writing as to the Companyinitiation of the registration and as to the completion thereof, (ii) will give the Subscriber, its underwriters, if any, and their respective counsel, the Company shall include opportunity to participate in the preparation of the Registration Statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto, (iii) will give each of them such registration: (A) first, access to its books and records and such opportunities to discuss the securities business of the Company proposes to sellwith its officers, its counsel and (B) second, the Restricted Stock and any other registrable securities eligible and requested to independent public accountants who have certified its financial statements as shall be included in such registration to the extent that the number of shares to be registered under this clause (B) will notnecessary, in the opinion of the managing underwriterSubscriber's and such underwriters' respective counsel, adversely affect to conduct a reasonable due diligence investigation within the offering meaning of the securities pursuant U.S. Act, and (iv) will furnish the Subscriber with a copy of all documents filed with and all correspondence from or to clause the SEC in connection with the Registration Statement; (A). In f) the Company will furnish the Subscriber with such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders prospectuses and requested to be included in such registration.other documents incident thereto, including supplements and amendments, as Subscriber may reasonably request; (iiig) Notwithstanding anything to the contrary contained herein, Company will list all Shares covered by the Registration Statement on any securities exchange or quotation system on which the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereof.are then listed; and

Registration of the Shares. (i) The Company shall use its reasonable best efforts to prepare and file with the SEC, by August 31, 2011, a Registration Statement under as soon as practicable but in no event later than ninety (90) days prior to the Securities Act to permit the public sale expiration of the Restricted Stock and Term (the “Filing Deadline”), a registration statement covering the resale of the full amount of the Shares (the “Registration Statement”) to the public by the Investor. The Company shall use its commercially reasonable best efforts to cause such the Registration Statement covering the Shares to be declared effective by the SEC as soon as reasonably practicable thereafter. The Selling Stockholders practicable, but in no event later than the date (the “Effectiveness Deadline”), which shall furnish such information as may be reasonably requested either: (i) in the event that the SEC does not review the Registration Statement, ninety (90) days after the Closing Date (but in any event, no later than three (3) Business Days following the SEC indicating a “no-review” decision on the Registration Statement), or (ii) in the event that the SEC reviews the Registration Statement or notifies the Company that the Registration Statement cannot be declared effective prior to the resolution of any comments related to filings made by the Company with the SEC or confidential treatment requests made by the Company, one hundred and twenty (120) days after the Closing Date (but in order to include such Restricted Stock in such any event, no later than three (3) Business Days following the SEC indicating that it has no further comments on the Registration Statement). If Notwithstanding the Selling Stockholders decide not to include all above, if the Company has received comments from the SEC or any portion the staff of their Restricted Stock in such the SEC regarding the Registration Statement, then the Company shall have no further obligation use its reasonable best efforts to include resolve any such Restricted Stock in any subsequent Registration Statement or Registration Statements comments as may be filed by the Company with respect to offerings of its securities. (ii) In the event that any registration pursuant to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration: (A) first, the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statementpromptly as practicable. The Company shall cause such Registration Statement to remain effective under the Securities Act until all Shares covered by such Registration Statement have no obligation been sold or may be sold without volume restrictions pursuant to assure Rule 144. The Company shall promptly notify the Investor of the effectiveness of such Registration Statement after the Company confirms effectiveness with the SEC. The Company hereby covenants and agrees to use reasonable commercial efforts to maintain its eligibility to make filings with the SEC on Form S-3 (except if the Company is not then eligible to register for resale the Shares on Form S-3, in which case such registration shall be on another appropriate form) until one or more Registration Statements covering the resale of all of the Shares shall have been filed with, and declared effective by, the SEC pursuant to the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stockthis Agreement. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereof.

Registration of the Shares. (a) The holders of at least an aggregate of 100,000 Shares may request the Company to register under the Securities Act the resale of all or any portion of such Shares, but in no event less than 60,000 Shares, held by such requesting holder or holders for sale in the manner specified in such notice. (b) Following receipt of any notice under this Section 8.1, the Company shall immediately notify all holders of the Shares from whom notice has not been received and shall commit to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of Shares specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). All such holders who submit requests to the Company pursuant to this Section 8.1 shall be referred to individually as a "Requesting Holder" and collectively as "Requesting Holders." If the Requesting Holders may elect to have the Shares sold to one or more persons participating as underwriters ("Underwriters") for an offering of Shares to the public (an offering of any shares of capital stock of the Company by means of Underwriters to the public shall be referred to as an "Underwritten Offering"), the holders of a majority of the Shares to be sold in such offering may designate the managing Underwriter of such offering, subject to approval of the Company, which approval will not be unreasonably withheld or delayed. The Company shall be obligated to register the Shares pursuant to this Section 8.1 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least 60% of the total Shares specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Requesting Holders, shall have become effective and, if such method of disposition is an Underwritten Offering, all such shares shall have been sold pursuant thereto. (c) Except for registration statements on Form X-0, X-0 or any successor thereto and except as required under the registration rights agreements referred to in Schedule II hereto, the Company will not file with the Commission without the approval of the Requesting Holders any other new registration statements with respect to its capital stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from Requesting Holders pursuant to this Section 8.1 until the earlier of (i) six (6) months from the date of receipt of such notice and (ii) the completion of the period of distribution of the registration contemplated thereby. The registration statement, together with all amendments and supplements, including post-effective amendments, in each case including the prospectus contained therein (including the preliminary prospectus and all amendments and supplements to the prospectus, including post-effective amendments) (collectively, the "Prospectus"), all exhibits thereto or to the Prospectus and all material incorporated by reference therein or to the Prospectus, is referred to as the "Registration Statement". (d) If and whenever the Company shall use its reasonable best efforts is required by the provisions of this Section 8.1 to effect the registration of any Shares under the Securities Act, the Company will, as expeditiously as possible: (i) prepare and file with the SECCommission, by August 31, 2011no later than 60 days after the receipt of the first notice from the Requesting Holders, a Registration Statement under the Securities Act on Form S-2 (or other appropriate form) with respect to permit the public sale of the Restricted Stock such securities and use its reasonable best efforts to cause such Registration Statement to become and remain effective for the period of distribution contemplated thereby (determined as hereinafter provided); (ii) prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period contemplated in (i) above and comply with the provisions of the Securities Act with respect to the disposition of all Shares covered by such Registration Statement in accordance with the sellers' intended method of disposition set forth in such Registration Statement for such period; (iii) register or qualify the Shares, by the time the Registration Statement is declared effective by the SEC Commission, under all applicable state securities or "Blue Sky" laws of such jurisdictions as each Underwriter, if any, or the Requesting Holders shall request in writing, provided that the Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject; (iv) keep each such registration or qualification effective during the period the Registration Statement is required to be kept effective; (v) upon request by the Requesting Holders, do any and all other acts and things which may be reasonably necessary to enable such Underwriter, if any, and the Requesting Holders to consummate the disposition of the Shares in each such jurisdiction; (vi) notify the Requesting Holders when the Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective; (vii) in connection with an Underwritten Offering, if any, notify the Requesting Holders if, between the effective date of the Registration Statement and the closing of any sale of Shares, the representations and warranties of the Company contained in the underwriting agreement relating to any Underwritten Offering cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; (viii) furnish or cause to be furnished forthwith to the Requesting Holders, a "cold comfort" letter of the Company's independent accountants, as of the effective date of the Registration Statement, as to such matters as customarily are covered in accountant's letters delivered to underwriters in underwritten public offerings of securities; (ix) furnish or cause to be furnished forthwith to the Requesting Holders, an opinion of counsel to the Company, as of the effective date of the Registration Statement, in the form customarily provided by issuer's counsel in underwritten public offerings of securities; (x) furnish such number of Prospectuses and other documents incident thereto, including any amendment of or supplement to the Prospectus as the Requesting Holders from time to time may reasonably request during the period of distribution of the Shares; (xi) provide a transfer agent and registrar for all of the Shares; and (xii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission with respect to the disposition of the Shares covered by such Registration Statement, and make available to its security holders, as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information as may be reasonably requested by practicable, an earnings statement covering the Company in order to include such Restricted Stock in such Registration Statement. If period of at least twelve months, but not more than eighteen months, beginning with the Selling Stockholders decide not to include all or any portion first month after the effective date of their Restricted Stock in such the Registration Statement, then which earnings statement shall satisfy the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement or Registration Statements as may be filed by provisions of Section 11(a) of the Company with respect to offerings of its securitiesSecurities Act. (iie) For purposes of this Section 8.1, the period of distribution of the Shares in an Underwritten Offering shall be deemed to extend until each Underwriter has completed the distribution of all securities purchased by it (but no later than 180 days), and the period of distribution of the Shares in any other registration shall be deemed to extend until the earlier of the sale of all Shares covered thereby and 180 days after the effective date thereof. (f) In connection with each registration under this Section 8.1, and as a condition to the event that any registration pursuant inclusion of their shares therein, the Requesting Holders will furnish to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. (g) As soon as the Company is eligible to register the Shares on Form S-3 (or any successor form thereto under the Securities Act), the Company will, as expeditiously as possible but in any event no later than 60 days after the Company is eligible to register the Shares on Form S-3, undertake to amend the "shelf" Registration Statement on Form S-3 referred to in Section 8.2 to include any Shares outstanding or to file and to use its opinion reasonable best efforts to have declared effective a separate registration statement registering the number resale of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable Shares. Any Shares so registered pursuant to the Company's "shelf" Registration Statement on Form S-3 or such other registration statement shall be thereinafter included within the definition of "Registered Securities". (h) Subject to Section 8.3 below, the Company shall include in such registration: (A) first, agrees to supplement or amend the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne if required by the Company in accordance with Section 7(d) hereofSecurities Act.

Registration of the Shares. (a) The holders of at least an aggregate of 100,000 Shares may request the Company to register under the Securities Act the resale of all or any portion of such Shares, but in no event less than 60,000 Shares, held by such requesting holder or holders for sale in the manner specified in such notice. (b) Following receipt of any notice under this Section 8.1, the Company shall immediately notify all holders of the Shares from whom notice has not been received and shall commit to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of Shares specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). All such holders who submit requests to the Company pursuant to this Section 8.1 shall be referred to individually as a "Requesting Holder" and collectively as "Requesting Holders." If the Requesting Holders may elect to have the Shares sold to one or more persons participating as underwriters ("Underwriters") for an offering of Shares to the public (an offering of any shares of capital stock of the Company by means of Underwriters to the public shall be referred to as an "Underwritten Offering"), the holders of a majority of the Shares to be sold in such offering may designate the managing Underwriter of such offering, subject to approval of the Company, which approval will not be unreasonably withheld or delayed. The Company shall be obligated to register the Shares pursuant to this Section 8.1 on two occasions only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering at least 60% of the total Shares specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Requesting Holders, shall have become effective and, if such method of disposition is an Underwritten Offering, all such shares shall have been sold pursuant thereto. (c) Except for registration statements on Form X-0, X-0 or any successor thereto and except as required under the registration rights agreements referred to in Schedule II hereto, the Company will not file with the Commission without the approval of the Requesting Holders any other new registration statements with respect to its capital stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from Requesting Holders pursuant to this Section 8.1 until the earlier of (i) six (6) months from the date of receipt of such notice and (ii) the completion of the period of distribution of the registration contemplated thereby. The registration statement, together with all amendments and supplements, including post- effective amendments, in each case including the prospectus contained therein (including the preliminary prospectus and all amendments and supplements to the prospectus, including post-effective amendments) (collectively, the "Prospectus"), all exhibits thereto or to the Prospectus and all material incorporated by reference therein or to the Prospectus, is referred to as the "Registration Statement". (d) If and whenever the Company shall use its reasonable best efforts is required by the provisions of this Section 8.1 to effect the registration of any Shares under the Securities Act, the Company will, as expeditiously as possible: (i) prepare and file with the SECCommission, by August 31, 2011no later than 60 days after the receipt of the first notice from the Requesting Holders, a Registration Statement under the Securities Act on Form S-2 (or other appropriate form) with respect to permit the public sale of the Restricted Stock such securities and use its reasonable best efforts to cause such Registration Statement to become and remain effective for the period of distribution contemplated thereby (determined as hereinafter provided); (ii) prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the period contemplated in (i) above and comply with the provisions of the Securities Act with respect to the disposition of all Shares covered by such Registration Statement in accordance with the sellers' intended method of disposition set forth in such Registration Statement for such period; (iii) register or qualify the Shares, by the time the Registration Statement is declared effective by the SEC Commission, under all applicable state securities or "Blue Sky" laws of such jurisdictions as each Underwriter, if any, or the Requesting Holders shall request in writing, provided that the Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject; (iv) keep each such registration or qualification effective during the period the Registration Statement is required to be kept effective; (v) upon request by the Requesting Holders, do any and all other acts and things which may be reasonably necessary to enable such Underwriter, if any, and the Requesting Holders to consummate the disposition of the Shares in each such jurisdiction; (vi) notify the Requesting Holders when the Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective; (vii) in connection with an Underwritten Offering, if any, notify the Requesting Holders if, between the effective date of the Registration Statement and the closing of any sale of Shares, the representations and warranties of the Company contained in the underwriting agreement relating to any Underwritten Offering cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; (viii) furnish or cause to be furnished forthwith to the Requesting Holders, a "cold comfort" letter of the Company's independent accountants, as of the effective date of the Registration Statement, as to such matters as customarily are covered in accountant's letters delivered to underwriters in underwritten public offerings of securities; (ix) furnish or cause to be furnished forthwith to the Requesting Holders, an opinion of counsel to the Company, as of the effective date of the Registration Statement, in the form customarily provided by issuer's counsel in underwritten public offerings of securities; (x) furnish such number of Prospectuses and other documents incident thereto, including any amendment of or supplement to the Prospectus as the Requesting Holders from time to time may reasonably request during the period of distribution of the Shares; (xi) provide a transfer agent and registrar for all of the Shares; and (xii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission with respect to the disposition of the Shares covered by such Registration Statement, and make available to its security holders, as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information as may be reasonably requested by practicable, an earnings statement covering the Company in order to include such Restricted Stock in such Registration Statement. If period of at least twelve months, but not more than eighteen months, beginning with the Selling Stockholders decide not to include all or any portion first month after the effective date of their Restricted Stock in such the Registration Statement, then which earnings statement shall satisfy the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement or Registration Statements as may be filed by provisions of Section 11(a) of the Company with respect to offerings of its securitiesSecurities Act. (iie) For purposes of this Section 8.1, the period of distribution of the Shares in an Underwritten Offering shall be deemed to extend until each Underwriter has completed the distribution of all securities purchased by it (but no later than 180 days), and the period of distribution of the Shares in any other registration shall be deemed to extend until the earlier of the sale of all Shares covered thereby and 180 days after the effective date thereof. (f) In connection with each registration under this Section 8.1, and as a condition to the event that any registration pursuant inclusion of their shares therein, the Requesting Holders will furnish to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. (g) As soon as the Company is eligible to register the Shares on Form S-3 (or any successor form thereto under the Securities Act), the Company will, as expeditiously as possible but in any event no later than 60 days after the Company is eligible to register the Shares on Form S-3, undertake to amend the "shelf" Registration Statement on Form S-3 referred to in Section 8.2 to include any Shares outstanding or to file and to use its opinion reasonable best efforts to have declared effective a separate registration statement registering the number resale of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable Shares. Any Shares so registered pursuant to the Company's "shelf" Registration Statement on Form S-3 or such other registration statement shall be thereinafter included within the definition of "Registered Securities". (h) Subject to Section 8.3 below, the Company shall include in such registration: (A) first, agrees to supplement or amend the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne if required by the Company in accordance with Section 7(d) hereofSecurities Act.

Registration of the Shares. (ia) The Subject to the terms and conditions contained herein, and except as otherwise provided in Section 2(a) below, the Company shall use its commercially reasonable best efforts to prepare and file with the Securities and Exchange Commission (the "SEC, by August 31, 2011") within ninety (90) days after the completion of the Offering, a Registration Statement under the pursuant to Securities Act of 1933, as amended (the "Act"), covering the reoffer and resale from time to permit the public sale time of the Restricted Stock Shares by the Shareholders, including any exhibit and amendment thereto, and any preliminary or final prospectus, and any supplement thereto (the "Registration Statement"). The Company agrees to use its commercially reasonable best efforts to cause such the Registration Statement to become effective under the Act as soon as reasonably practicable after the filing thereof. In connection with the foregoing, the Shareholders agree to cooperate with the Company and to provide the Company in a timely manner with all information regarding the Shareholders as the Company may reasonably request in connection with the preparation of the Registration Statement. In addition, the Shareholders agree to promptly notify the Company of any changes in the information set forth in the Registration Statement regarding Shareholders or such Shareholders' plan of distribution as set forth in such Registration Statement. Notwithstanding the foregoing, the Shareholders hereby acknowledge and agree that the Company cannot and is not representing when, if ever, the Registration Statement will be declared effective by the SEC. (b) The Company shall prepare and file with the SEC (i) such amendments and supplements to the Registration Statement and any "Prospectus," as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information term is hereinafter defined, used in connection therewith, and (ii) such other filings required by the SEC, in each case as may be reasonably requested by necessary to keep the Registration Statement continuously effective and not misleading until the first to occur of (A) all of the Shares have been previously sold or disposed of pursuant to the Registration Statement; (B) all of the Shares have otherwise been sold, transferred or disposed of to any entity other than an Affiliate of the Shareholders; or (C) one hundred and eighty (180) days from the effective date of the Registration Statement or such other time thereafter as the Company in its sole discretion may agree to. (c) In order to include such Restricted Stock in such Registration Statement. If facilitate the Selling Stockholders decide not to include public sale or other disposition of all or any portion of their Restricted Stock in such Registration Statement, then the Company shall have no further obligation Shares by the Shareholders pursuant to include such Restricted Stock in any subsequent the Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities. (ii) In the event that any registration pursuant to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include furnish to the Shareholders with respect to the Shares registered under the Registration Statement such number of copies of prospectuses, prospectus supplements and preliminary prospectuses as such Shareholders reasonably requests in such registration: conformity with the requirements of the Act (A) firstcollectively, the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A“Prospectus”). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (ivd) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of file such registration without thereby incurring liability to the holders documents, if any, reasonably required of the Restricted Stock, regardless of whether any holder has elected to include securities Company for normal blue sky clearance in New York and such registration. The Registration Expenses (other state(s) as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance its sole discretion may agree to; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this clause (d), (ii) subject itself to general taxation in any such jurisdiction; (iii) consent to general service of process in any such jurisdiction; or (iv) undertake compliance with Section 7(d) hereofsubstantive requirements of the blue sky laws or regulations of a jurisdiction which are unreasonably burdensome or onerous, including escrow requirements.

Registration of the Shares. (a) FLYi shall prepare and, as soon as practicable but in no event after May 16, 2005, file with the Securities and Exchange Commission a registration statement on the applicable form (the “Registration Statement”) covering the resale of the Shares. FLYi shall use commercially reasonable efforts to cause the Registration Statement (i) The Company to be declared effective under the Securities Act of 1933 (“Securities Act”), and (ii) to continue the effectiveness of such Registration Statement until the earlier of (A) the second anniversary of the date the Shares are issued or (B) the expiration of the holding period under Rule 144(k) under the Securities Act that would be applicable to a sale by a non-affiliate (as defined in Rule 144) of FLYi. (b) Notwithstanding anything herein to the contrary, FLYi may suspend availability of the Registration Statement and the related prospectus for a discrete period of time, upon (i) issuance by the SEC of a stop order suspending effectiveness of the Registration Statement or the initiation of proceedings under Section 8(d) or 8(e) of the Securities Act, (ii) occurrence of any event or the existence of any fact as a result of which the Registration Statement may 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 in light of the circumstances under which they were made, or (iii) the occurrence or existence of any pending development that in the reasonable discretion of FLYi, makes it appropriate to suspend the availability of the Registration Statement. (c) In the case of clause (b)(ii) above, FLYi shall prepare as promptly as practicable a post-effective amendment to the Registration Statement or supplement to the related prospectus or any document incorporated therein or file any other document that would be incorporated therein so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. (d) FLYi will use its commercially reasonable best efforts to prepare and file with ensure that the SEC, by August 31, 2011, a use of the Registration Statement under the Securities Act to permit the public sale of the Restricted Stock and use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information as related prospectus may be reasonably requested by resumed (i) in the Company in order to include such Restricted Stock in such Registration Statement. If the Selling Stockholders decide not to include all or any portion case of their Restricted Stock in such Registration Statement, then the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities. (ii) In the event that any registration pursuant to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration: (A) first, the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (Bb)(i) will notabove, in the opinion of the managing underwriteras promptly as practicable, adversely affect the offering of the securities pursuant to clause (A). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only in the case of clause (b)(ii) above, as soon as, in the sole judgment of FLYi, public disclosure of such event or fact would not be prejudicial to or contrary to the inclusion interests of FLYi or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter and (z) in the Restricted Stock case of clause (b)(iii) above, as soon as in a Registration Statement. The Company shall have the reasonable discretion of FLYi, such suspension is no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stocklonger appropriate. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereof.

Registration of the Shares. (ia) The Company shall use its reasonable best efforts to prepare and file with the SEC, by August 31, 2011within six (6) months of the date of termination of the Offering, a Registration Statement under the Securities Act to permit the public sale of the Restricted Stock purchased hereby, and use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Selling Stockholders Purchaser shall furnish such information as may be reasonably requested by the Company in order to include such Restricted Stock in such Registration Statement. If the Selling Stockholders decide Purchaser decides not to include all or any portion of their its Restricted Stock in any registration statement thereafter filed by the Company, such Registration Statement, then Purchaser shall nevertheless continue to have the Company shall have no further obligation right to include such any Restricted Stock in any subsequent Registration Statement registration statement or Registration Statements registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. In the event that any registration pursuant to this Section 7.2(a) is terminated or withdrawn, the Company shall use its reasonable best efforts to prepare and file with the SEC, within 180 days thereafter, a Registration Statement under the Act to permit the public sale of the Restricted Stock purchased hereby. (iib) In the event that any registration pursuant to Section 7(b)(i7.2(a) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders Purchasers proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration: registration (Ai) first, the securities the Company proposes to sell, and (Bii) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (Bii) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (Ai). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iiic) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i7.2(a) and (iib) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereof.a

Registration of the Shares. The Company shall prepare and file with the SEC a registration statement on Form S-3, or if Form S-3 is not available, then any other appropriate form (ithe "Registration Statement"), covering the resale of all of the Registrable Shares (as hereinafter defined) The within 120 days following the date hereof, provided, that if, at any time from and after the Closing until the end of such 120-day period, the Company files with the SEC a Registration Statement relating to an offering of any of the Company's equity securities, for its own account or others, the Company shall include in such registration statement all of the Registrable Shares; provided, however, that in connection with a Registration Statement relating to an offering of the Company's equity securities for its own account, if the managing underwriter advises the Company that the registration of Registrable Shares would interfere with the successful marketing (including pricing) of the shares that the Company proposes to register, the Registrable Shares shall be covered only to the extent approved by the managing underwriter. In addition, the Company shall use its reasonable best efforts to prepare and file with the SEC, by August 31, 2011, a Registration Statement under the Securities Act to permit the public sale of the Restricted Stock and use its reasonable best efforts to (i) cause such Registration Statement to be declared become effective by the SEC as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information as may be reasonably requested by , and (ii) subject to the Company in order provisions of Section 5(o), keep the Registration Statement continuously effective and available for use at all times until the date which is the earlier of (x) the date on which all of the Registrable Shares have been sold pursuant to include such Restricted Stock in such Registration Statement. If the Selling Stockholders decide not to include all or any portion of their Restricted Stock in such Registration Statement, then or (y) the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement or Registration Statements as date after which all of the Registrable Shares may be filed by immediately sold to the Company with respect public without registration and without restriction as to offerings of its securities. (ii) In the event that any registration pursuant to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested Registrable Shares to be included in such registration exceeds sold pursuant to Rule 144(k) under the number which can be sold in an orderly manner in such offering within a price range acceptable to Securities Act (the Company"Registration Period"). For purposes of this Section 5, the Company term "Registrable Shares" shall include in such registration: mean (A) first, the securities the Company proposes to sellShares, and (B) second, the Restricted any shares of Common Stock and any or other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering Company issued or issuable in respect of the securities pursuant to clause (A). In such a caseShares in connection with any stock split, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iii) Notwithstanding anything to the contrary contained hereinstock dividend, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statementrecapitalization or similar event. The Company shall respond to each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement as promptly as reasonably practicable. If to the actual knowledge of a senior officer of the Company or the Company's outside counsel the SEC and the staff of the SEC have no obligation to assure comments (or no further comments) concerning such Registration Statement, the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have as soon as practicable, but in any case within three business days, request from the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to SEC acceleration of the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereofStatement.

Registration of the Shares. (i) The Company agrees to register the Shares for resale under the Securities Act. To the extent the Company conducts an underwritten offering, the Company will ensure that 136,364 of the Shares are included in that underwritten offering, in the proportions chosen by the Investors. The balance of the Shares shall use its reasonable best efforts be registered pursuant to prepare Rule 415 for resale commencing after the holdback period set forth in Section 6.2(c) hereof. In this connection, the Company shall: (a) Prepare and file with the SEC, by August 31, 2011, a Registration Statement under the Securities Act to permit the public sale of the Restricted Stock and use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information as may be reasonably requested by the Company practicable, and in order to include such Restricted Stock in such Registration Statement. If the Selling Stockholders decide not to include all no case later than October 1, 1999, a registration statement on Form S-1 or any portion of their Restricted Stock in such Registration Statement, then the other form which counsel for Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement or Registration Statements as may deem appropriate, and which form shall be filed by available for the Company with respect to offerings of its securities. (ii) In the event that any registration pursuant to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf sale of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement Shares in customary form accordance with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in intended methods of distribution thereof, and use its opinion the number of securities requested best efforts to be included in cause such registration exceeds statement to become and remain effective as provided herein, provided that before filing with the number which can be sold in an orderly manner in such offering within SEC a price range acceptable to the Companyregistration statement or prospectus or any amendments or supplements thereto, the Company shall include in such registration: will (A) first, the securities the Company proposes furnish to sellone counsel selected by Investors copies of all such documents proposed to be filed for said counsel's review and comment, and (B) secondnotify Investors of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than two years or such shorter period that will terminate when the Shares have been sold (but not before the expiration of the time periods referred to in Section 4(3) of the Securities Act and Rule 174, or any successor thereto, if applicable), and comply with the Restricted Stock provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement. (c) Furnish to Investors and any other registrable securities eligible each underwriter, if any, of Shares covered by such registration statement such number of copies of such registration statement, each amendment and requested to be supplement thereto (in each case including all exhibits thereto), and the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, and such other customary documents as Investors may reasonably request in order to facilitate the extent disposition of the Shares owned by Investors. (d) Use its best efforts to register or qualify such Shares under such other state securities or "blue sky" laws of such jurisdictions as Investors, and each underwriter, if any, of Shares covered by such registration statement reasonably request and do any and all other acts and things that may be reasonably necessary or advisable to enable Investors and each underwriter, if any, to consummate the number disposition in such jurisdictions of shares the Shares owned by Investors; provided that Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this clause (d), (B) subject itself to taxation or regulation of its business in any such jurisdiction other than Delaware or (C) consent to general service of process in any such jurisdiction other than Delaware. (e) Use its best efforts to cause the Shares covered by such registration statement to be registered with or approved by such other governmental agencies or authorities exercising jurisdiction over Company to enable Investors to consummate the disposition of such Shares. (f) Promptly notify Investors, at any time when a prospectus relating thereto is required to be delivered under this clause (B) will not, in the opinion Securities Act of the managing underwriterhappening of any event that comes to Company's attention if, adversely affect the offering of the securities pursuant to clause (A). In such as a case, shares shall be registered pro rata among the holders result of such Restricted Stock and registrable securities on event, the basis of the number of shares eligible for registration that are owned by all such holders and requested to be prospectus included in such registrationregistration statement contains an untrue statement of a Material fact or omits to state any Material fact required to be stated therein or necessary to make the statements therein not misleading; and Company will promptly prepare and furnish to Investors a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Shares, such 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. (iiig) Notwithstanding anything Use its best efforts to cause all such Shares to be listed on a national securities exchange in the contrary contained hereinUnited States or the Nasdaq Stock Market, if the listing of such Shares is then permitted under the rules of such exchange or Nasdaq, or and on each securities exchange on which similar securities issued by Company may then be listed or quoted, and enter into such customary agreements including, if required, a listing application and indemnification agreement in customary form, and to provide a transfer agent and registrar for such Shares covered by such registration statement no later than the effective date of such registration statement. (h) Enter into such customary agreements (including an underwriting agreement or qualified independent underwriting agreement, in each case, in customary form) and take all such other actions as Investors or the underwriters retained by Investors, if any, reasonably request in order to expedite or facilitate the disposition of such Shares, including customary representations, warranties, indemnities and agreements. (i) Make available for inspection, during normal business hours of Company, by Investors, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by Investors or any such underwriter (collectively, the "Inspectors"), all Material financial and other records and pertinent corporate documents and properties of Company and its subsidiaries, if any, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause Company's obligation officers, directors and employees, and those of Company's affiliates, if any, to supply all Material information and respond to all inquiries reasonably requested by any such Inspector in Sections 7(b)(iconnection with such registration statement. (j) and (ii) above shall extend only to In the inclusion case of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distributionan underwritten offering, use its best efforts to obtain a commitment "cold comfort" letter from an underwriter relative to the sale Company's appointed auditors in customary form and covering such matters of the Restricted Stock, or to otherwise assume any responsibility for type customarily covered by "cold comfort" letters as the manner, price or terms of the distribution of the Restricted Stockunderwriter(s) may reasonably request. (ivk) The Company Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to Investors, as soon as reasonably practicable, an earnings statement covering a period of at least twelve months beginning after the effective date of the registration statement (as the term "effective date" is defined in Rule 158(c) under the Securities Act) which earnings statement shall have satisfy the right to terminate or withdraw any registration initiated by it under this provisions of Section 7(b11(a) prior to of the effectiveness Securities Act and Rule 158 thereunder. (l) In the case of an underwritten offering, make available the services of such registration without thereby incurring liability to executive officers of Company, as the holders underwriter(s) may reasonably request, for participation in a road show in furtherance of the Restricted Stockunderwriter's(s') bookmaking or sales effort, regardless so long as such participation does not Materially interfere with the performance by any such officer of whether any holder has elected his or her duties to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereofCompany.

Registration of the Shares. (i) The Company shall use As promptly as practicable, following the Closing Date, the Purchaser, at its reasonable best efforts to prepare and expense, will file with the SEC, Securities and Exchange Commission a registration statement on Form S-3 or other appropriate form in order to register the Shares for resale by August 31, 2011, a Registration Statement under the Securities Act to permit the public sale of the Restricted Stock and Seller. The Purchaser will use its reasonable best efforts to cause such Registration Statement registration statement to be declared become effective by as promptly as practicable and to remain effective until the SEC as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information as may be reasonably requested by earlier of (i) the Company in order to include such Restricted Stock in such Registration Statement. If second anniversary of the Selling Stockholders decide not to include all Closing Date or any portion of their Restricted Stock in such Registration Statement, then the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities. (ii) In such time at which all of the event that any registration Shares have been resold pursuant to Section 7(b)(i) shall be, in whole such registration statement or in part, an underwritten public offering of Common Stock on behalf of otherwise. The Purchaser further agrees to supplement the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included prospectus contained in such registration exceeds statement or make amendments to such registration statement, in each case as promptly as practicable, if the number which can be sold in an orderly manner in such offering within a price range acceptable Purchaser reasonably determines that developments relating to the CompanyPurchaser necessitate such a filing as required by the rules, the Company shall include in such registration: (A) first, the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration regulations or instructions applicable to the extent that registration form utilized by the number Purchaser or by the Securities Act of 1933, as amended. The Purchaser shall use its reasonable best efforts to cause such shares to be registered listed on the Nasdaq National Market at its expense. The Purchaser agrees to use its reasonable best efforts to timely file all periodic reports required under this clause (B) will notthe Securities Exchange Act of 1934, as amended, and to maintain the listing of the common stock of the Purchaser on the Nasdaq National Market for a period of at least two years following the Closing Date. The registration statement and all such periodic reports shall comply in all material respects with all applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and shall not contain any untrue statement of a material fact or fail to state a material fact required to be stated therein or necessary to make the statements therein, in the opinion light of the managing underwritercircumstances under which they were made, adversely affect the offering of the securities pursuant to clause (A)not misleading. In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iii) Notwithstanding anything to the contrary contained hereinin this Agreement, the CompanyPurchaser's obligation in Sections 7(b)(i) and (ii) above shall extend only to file, amend or supplement a registration statement relating to the inclusion resale of the Restricted Stock Shares by the Seller shall be suspended in the event of, and during such period (but not to exceed 90 days each) pending, negotiations relating to or the consummation of a Registration Statement. The Company shall have no obligation transaction that would require the Purchaser to assure include in such registration statement or amendment or supplement thereto disclosure of material information that would, in the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale good faith determination of the Restricted StockPurchaser, materially adversely affect the Purchaser's efforts to negotiate or to otherwise assume consummate such transaction; provided, however, that such obligation will not be suspended for more than six months in total during any responsibility for the manner, price or terms of the distribution of the Restricted Stockcalendar year. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereof.

Registration of the Shares. (ia) The Company shall use its reasonable best efforts to prepare and file with the SEC, by August 31, 2011within six (6) months of the Closing Date, a Registration Statement under the Securities Act to permit the public sale of the Restricted Stock purchased hereby, and use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Selling Stockholders Purchaser shall furnish such information as may be reasonably requested by the Company in order to include such Restricted Stock in such Registration Statement. If the Selling Stockholders decide Purchaser decides not to include all or any portion of their its Restricted Stock in any registration statement thereafter filed by the Company, such Registration Statement, then Purchaser shall nevertheless continue to have the Company shall have no further obligation right to include such any Restricted Stock in any subsequent Registration Statement registration statement or Registration Statements registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. In the event that any registration pursuant to this Section 6.2(a) is terminated or withdrawn, the Company shall use its reasonable best efforts to prepare and file with the SEC, within 180 days thereafter, a Registration Statement under the Act to permit the public sale of the Restricted Stock purchased hereby. (iib) In the event that any registration pursuant to Section 7(b)(i6.2(a) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders Purchasers proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration: registration (Ai) first, the securities the Company proposes to sell, and (Bii) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (Bii) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (Ai). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iiic) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i6.2(a) and (iib) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereof.a

Registration of the Shares. (ia) The Company Purchaser shall use its reasonable best efforts to prepare and file with the SEC, by August 31, 2011within 120 days of the date of termination of the Offering, a Registration Statement under the Securities Act to permit the public sale of the Restricted Stock purchased hereby, and use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Each Selling Stockholders Stockholder shall furnish such information as may be reasonably requested by the Company Purchaser in order to include such Restricted Stock in such Registration Statement. If the a Selling Stockholders decide Stockholder decides not to include all or any portion of their its Restricted Stock in any registration statement thereafter filed by the Purchaser, such Registration Statement, then Selling Stockholder shall nevertheless continue to have the Company shall have no further obligation right to include such any Restricted Stock in any subsequent Registration Statement registration statement or Registration Statements registration statements as may be filed by the Company Purchaser with respect to offerings of its securities, all upon the terms and conditions set forth herein. (iib) In the event that any registration pursuant to Section 7(b)(iParagraph 6.2(a) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the CompanyPurchaser, all Selling Stockholders Stockholder proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the CompanyPurchaser. If the managing underwriter thereof advises the Company Purchaser in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the CompanyPurchaser, the Company Purchaser shall include in such registration: registration (Ai) first, the securities the Company Purchaser proposes to sell, and (Bii) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (Bii) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (Ai). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iiic) Notwithstanding anything to the contrary contained herein, the CompanyPurchaser's obligation in Sections 7(b)(iParagraphs 6.2(a) and (ii6.2(b) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereof.a

Registration of the Shares. (a) The Company will use reasonable efforts to: (i) The Company shall use its reasonable best efforts to prepare and file with the SEC, SEC a resale registration statement on Form S-3 to register the offer and sale of the Shares by August the Stockholders (the “Registration Statement”) promptly after the Company files with the SEC its annual report on Form 10-K for the year ended December 31, 2011, a Registration Statement under the Securities Act to permit the public sale of the Restricted Stock and use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information as may be reasonably requested by the Company in order to include such Restricted Stock in such Registration Statement. If the Selling Stockholders decide not to include all or any portion of their Restricted Stock in such Registration Statement, then the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities.; (ii) In cause the event that any registration pursuant Registration Statement to Section 7(b)(ibecome effective, including promptly responding to comments and requests from the SEC; (iii) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form promptly prepare and file with the underwriter SEC any amendments or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable supplements to the Company, the Company shall include in such registration: (A) first, the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will notRegistration Statement or prospectus which, in the opinion of counsel for the managing underwriterCompany, adversely affect is required in connection with the offering registration of the offer and sale of the Shares; (iv) register or qualify the Shares under such other state securities laws or laws of such jurisdictions as the Company determines to be applicable; provided that the Company will not be required to (A) register or qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph or (B) consent to general service of process in any such jurisdiction; and (v) furnish to the Stockholders, at the Stockholders’ sole expense, such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement, any documents incorporated by reference therein and such other documents as the Stockholders may reasonably request in order to facilitate the Disposition of the Shares pursuant to clause the Registration Statement. (A). In such a caseb) Notwithstanding anything in this Agreement to the contrary, shares the Company shall be registered pro rata among under no obligation to: (i) file the holders of such Restricted Stock Registration Statement, if the Company becomes ineligible to file a registration statement on Form S-3 under the rules and registrable securities on the basis regulations of the number of shares eligible for registration that are owned by all such holders and requested SEC; (ii) engage an underwriter to be included in such registration.offer or sell the Shares under the Registration Statement; or (iii) Notwithstanding anything make any public disclosure prior to the contrary contained hereindate when such information would otherwise be required to be filed with SEC under the Exchange Act (including any applicable extensions). (c) In connection with the Company preparing and filing the Registration Statement, the Company's obligation Stockholders will: (i) furnish to the Company in Sections 7(b)(i) writing such information as the Company reasonably requests for use in connection with the Registration Statement and prospectus; and (ii) above shall extend only keep confidential and not disclose to third-parties (except as required by law and excluding the inclusion Stockholder’s lawyers, accountants, and bankers) any information received from the Company pursuant to this Agreement regarding the Company or any proposed registration (or suspension thereof) of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms offer and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for Common Stock under the manner, price or terms of the distribution of the Restricted Stock. Securities Act (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne other than disclosure previously made by the Company in accordance with Section 7(d) hereofStockholders to their respective portfolio companies that they intend to register the Shares).

Registration of the Shares. 2.1 (a). The Corporation shall within 180 days of the Closing Date (unless Purchaser in its sole discretion agrees to extend such time period, in which case the Corporation shall file as soon as reasonably practicable) a registration statement ("Registration Statement") with the SEC to effect the registration under the Securities Act of the Shares eligible for sale by Purchaser in accordance with the following: (i) The Company Corporation shall use its reasonable best efforts not be required to prepare and file with the SEC, by August 31, 2011, a Registration Statement under the Securities Act to permit the public sale of the Restricted Stock and use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information as may be reasonably requested by the Company in order to include such Restricted Stock in such Registration Statement. If the Selling Stockholders decide not to include all or any portion of their Restricted Stock in such Registration Statement, then the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securitiesconduct an underwritten offering. (ii) In the event that If, after it becomes effective, such Registration Statement is interfered with by any registration pursuant to Section 7(b)(i) shall bestop order, in whole injunction or in part, an underwritten public offering of Common Stock on behalf other order or requirement of the CompanySEC (or any successor regulator thereto as to federal securities laws) or any other governmental authority, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can shall not be sold in an orderly manner in deemed to have been effected unless such offering within a price range acceptable to the Companystop order, the Company injunction or other order shall include in such registration: (A) first, the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registrationhave been subsequently vacated or removed. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company Corporation shall have no obligation to assure include the terms Shares owned by Purchaser in a Registration Statement unless and conditions of distribution, until Purchaser has furnished the Corporation with all information and statements about or pertaining to obtain a commitment from an underwriter relative Purchaser in such reasonable detail and on such timely basis as is reasonably deemed by the Corporation to be necessary or appropriate for the sale preparation of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted StockRegistration Statement. (iv) The Company shall have Corporation shall, subject to the right to terminate or withdraw any registration initiated by it under other provisions of this Section 7(b2: (1) prior use its reasonable efforts to cause the Registration Statement to become effective as soon as practicable after the filing thereof; (2) prepare and file with the SEC as promptly as is reasonably practicable such amendments and supplements to the effectiveness of Registration Statement contained therein as may be necessary to keep such registration without thereby incurring liability to Registration Statement effective until the holders first anniversary of the Restricted Stock, regardless of whether any holder Closing Date or until Purchaser has elected to include securities completed the distribution described in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereof.Statement, whichever occurs first;

Registration of the Shares. (ia) The Company shall use its reasonable best efforts to prepare and hereby agrees that within thirty days from the last date of purchase, it will file a registration statement (the "REGISTRATION STATEMENT") under the Securities Act with the SEC, by August 31naming the Subscriber as a selling stockholder. The Subscriber is referred to herein as the "HOLDER." (b) Once filed, 2011, a Registration Statement under the Securities Act to permit the public sale of the Restricted Stock and Company will use its reasonable best efforts to cause such the Registration Statement to become effective as promptly as possible and, if any stop order shall be declared effective issued by the SEC in connection therewith, to use its reasonable efforts to obtain the removal of such order. Following the effective date of the Registration Statement, the Company shall, upon the request of the Holder, forthwith supply such reasonable number of copies of the Registration Statement, prospectus and other documents necessary or incidental to the registration as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information as may be reasonably requested by the Holder to permit the Holder to make a public distribution of such Holder's Shares. The Company in order will use its reasonable efforts to include such Restricted Stock qualify the Shares for sale in such Registration Statement. If states as the Selling Stockholders decide not Holder shall reasonably request, provided that no such qualification will be required in any jurisdiction where, solely as a result thereof, the Company would be subject to include all general service of process or any portion of their Restricted Stock to taxation or qualification as a foreign corporation doing business in such jurisdiction. The obligations of the Company hereunder with respect to the Shares of the Holder are expressly conditioned on the Holder furnishing to the Company such appropriate information concerning the Holder, the Holder's Shares and the terms of the Holder's offering of such Shares as the Company may reasonably request. (c) The Company shall bear the entire cost and expense of the registration of the Shares; provided, however, that the Holder shall be solely responsible for the fees of any counsel retained by the Holder in connection with such registration and any transfer taxes or underwriting discounts, commissions or fees applicable to the Shares sold by the Holder pursuant thereto. (d) Neither the filing of the Registration Statement by the Company pursuant to this Subscription Agreement nor the making of any request for prospectuses by any Holder shall impose upon any Holder any obligation to sell the Holder's Shares. (e) The Holder, upon receipt of notice from the Company that an event has occurred which requires a post-effective amendment to the Registration Statement or a supplement to the prospectus included therein, shall promptly discontinue the sale of Shares until the Holder receives a copy of a supplemented or amended prospectus from the Company, which the Company shall provide as soon as practicable after such notice. (f) The Company shall indemnify and hold harmless the Holder from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, then the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement or Registration Statements as may be other registration statement filed by the Company under the Securities Act, any post- effective amendment to such registration statements, or any prospectus included therein required to be filed or furnished by reason of this Subscription Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except, with respect to offerings the Holder, insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the Holder expressly for use therein, which indemnification shall include each person, if any, who controls the Holder within the meaning of the Securities Act and each officer, director, employee and agent of the Holder; provided, however, that the indemnification in this paragraph (c) with respect to any prospectus shall not inure to the benefit of the Holder (or to the benefit of any person controlling the Holder) on account of any such loss, claim, damage or liability arising from the sale of Shares by the Holder, if a copy of a subsequent prospectus correcting the untrue statement or omission in such earlier prospectus was provided to the Holder by the Company prior to the subject sale and the subsequent prospectus was not delivered or sent by the Holder to the purchaser prior to such sale; and provided further, that the Company shall not be obligated to so indemnify the Holder or other person referred to above unless the Holder or other person, as the case may be, shall at the same time indemnify the Company, its securitiesdirectors, each officer signing the Regis- tration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in the Registration Statement, any registration statement or any prospectus required to be filed or furnished by reason of this Subscription Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission based upon information furnished in writing to the Company by the Holder expressly for use therein. (iig) In If for any reason the event that indemnification provided for in the preceding subparagraph is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any registration pursuant loss, claim, damage, liability or expense referred to Section 7(b)(i) shall betherein, then the indemnifying party, in whole lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in partsuch proportion as is appropriate to reflect not only the relative benefits received by the indemnified party and the indemnifying party, an underwritten public offering of Common Stock on behalf but also the relative fault of the Companyindemnified party and the indemnifying party, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration: (A) first, the securities the Company proposes to sell, and (B) second, the Restricted Stock and as well as any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registrationrelevant equitable considerations. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereof.

Registration of the Shares. The Borrower agrees that it will, within a reasonable time after the date on which Borrower shall be eligible to register its stock on Form S-3 (ior the then equivalent form), register at the Borrower's expense on Form S-3 (or the then equivalent form) The Company shall use (the "S-3 Registration"), and maintain at all times the effectiveness of such S-3 Registration of the shares of Common Stock subject to the Warrants, and the shares of Common which may be obtained by the Lender pursuant to its reasonable best efforts conversion rights under Article III above (such Shares and other shares being referred to prepare herein as the "Registrable Securities"), so that such shares may be publicly sold by the Lender and transferees thereof. During any period in which the S-3 Registration of the Registrable Securities is not effective, or if it is determined by the Borrower that Form S-3 (or the then equivalent form) is not available under applicable rules to effect the registration of the Registrable Securities for resale, then at any time the Borrower proposes to file with the SEC, by August 31, 2011, a Registration Statement registration statement to register securities under the Securities Act of 1933, as amended ("1933 Act"), it shall, at least 30 days prior to permit each such filing, give written notice of such proposed filing to the public sale Lender, each transferee thereof and each Lender of Registrable Securities at their respective addresses as they appear on the records of the Restricted Stock Borrower, and use its reasonable best efforts shall offer to cause include and shall include in such filing any proposed disposition of the Registrable Securities, upon receipt by the Borrower, not less than 10 days prior to the proposed filing date, of a request therefor setting forth the facts with respect to such proposed disposition and all other requested information with respect to such person reasonably necessary to be included in such Registration Statement to be declared effective by (the SEC as soon as reasonably practicable thereafter"Request Securities"). The Selling Stockholders shall furnish such information as may be reasonably requested by In the Company event that the managing underwriter for said offering advises the Borrower in order to include such Restricted Stock in such Registration Statement. If writing that the Selling Stockholders decide not to include inclusion of all or any portion of their Restricted Stock such Request Securities in such Registration Statementthe offering would be detrimental to the offering, then or that the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement disposition of all or Registration Statements as may be filed by the Company with respect to offerings of its securities. (ii) In the event that any registration pursuant to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf a portion of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected Request Securities should be held back for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number a period of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration: (A) first, the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to not more than 90 days following the effectiveness of such registration without thereby incurring liability statement, such Request Securities shall not be included in the Registration Statement, or shall be held back, as the case may be, provided that if any securities held by persons with similar rights (a) are to be included in the Registration Statement, the Request Securities shall be included on a pro rata basis and (b) are not to be held back, the Request Securities shall not be held back on a pro rata basis. Until such registration, the Lender understands that the Registrable Securities are restricted securities subject to the holders provisions of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereofthis Agreement.