Common use of Registration of the Shares Clause in Contracts

Registration of the Shares. (a) If the Purchaser requests the Company in writing to register under the Securities Act, any of the Shares purchased by the Purchaser hereunder, the Company will use its best efforts to cause the offering of the Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by the Purchaser of the Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of the Purchaser's request) a registration statement under the Securities Act to effect such registration on an appropriate form, which would permit the sale of the Shares by the Purchaser in the manner specified by the Purchaser in its request. The Company shall not be obligated to make effective more than two registration statements pursuant to the foregoing sentence. (b) The Company shall notify the Purchaser in writing not less than ten days prior to filing a registration statement under the Securities Act (other than a filing on Form S-4 or S-8) with respect to any Common Stock of the Company's intention so to file. If the Purchaser wishes to have any portion of its Shares included in such registration statement, it shall advise the Company in writing to that effect within five business days following receipt of such notice, and the Company will thereupon include the number of Shares indicated by the Purchaser under such Registration Statement. (c) The Company shall pay all fees and expenses in connection with any registration pursuant to this Section other than underwriting discounts and commissions to brokers or dealers and shall indemnify the Purchaser, its affiliates, its officers, directors, agents, other controlling persons and any underwriters retained by the Purchaser in connection with such sale of such Shares in the customary way, and agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which the Purchaser, its affiliates, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by the Purchaser or its underwriters to the Company. The Purchaser and its underwriters, respectively, shall indemnify the Company to the same extent with respect to information furnished in writing to the Company by the Purchaser and such underwriters.

Registration of the Shares. (a) 12.1. If the Purchaser requests the Company in writing shall determine to register under the Securities Act, any of its securities either for its own account or the Shares purchased by the Purchaser hereunderaccount of a security holder or holders, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Rule 145 transaction, or a registration on any registration form which does not permit secondary sales, the Company will will: (i) promptly give to the holder hereof ("Holder") written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities law); and (ii) use its best efforts to cause include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all shares of Common Stock issued upon exercise of this Warrant (the offering "Registrable Shares") and specified in a written request or requests, made by Holder within fifteen (15) days after receipt of the Shares written notice from the Company described in clause (i) above, subject to any limitations on the number of shares as set forth below. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so specified advise Holder as part of the written notice given pursuant to clause (i) above. In such event, the right of Holder to registration pursuant to this Section 12.1 shall be conditioned upon Holder's participation in such underwriting and the inclusion of the Registrable Shares in the underwriting to the extent provided herein. Notwithstanding any other provision of this Section 12.1, the Company shall not be obligated to keep any such registration statement in effect beyond the earlier of the date on which all other shares covered thereby are sold or the date on which the Company is no longer obligated by agreement with the party who initiated the registration to maintain such effectiveness. 12.2. At any time after the Company becomes eligible to file a registration statement on Form S-3, a Holder or Holders may request the Company, in writing, to be registered effect a registration on Form S-3 of Registrable Shares having an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $100,000. Upon receipt of any such request, the Company shall: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and (b) subject to the provisions of this Section 12.2, use its best efforts to effect such a registration as soon as practicable so as and in any event to permit the sale or other distribution by the Purchaser file within thirty (30) days of the Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of the Purchaser's request) such request a registration statement under the Securities Act covering all Registrable Shares that the Holders request in writing (within ten (10) days of receipt of such notice given by the Company) to effect be registered and to use its best efforts to have such registration on an appropriate form, which would permit the sale of the Shares by the Purchaser in the manner specified by the Purchaser in its requeststatement become effective. The Company shall not be obligated to make effective effect any such registration pursuant to this Section 12.2 if the Company furnishes to the Holders a certificate signed by the Chief Executive Officer of the Company stating that the Company has fixed plans to engage within thirty (30) days of the date of the request in a registered public offering as to which Holders may include Registrable Shares pursuant to Section 12.1 hereof or that, in the good faith judgment of the Board of Directors of the Company, it would bedetrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than two one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 12.2; provided, that the Company shall not utilize this right more than once in any twelve-month period. The Company shall not be obligated to effect more than one registration statements pursuant to this Section 12.2 with respect to all shares issued upon exercise of this Warrant (as it may be subdivided from time to time pursuant to Section 11 hereof); provided that the foregoing sentenceCompany shall effect one additional registration pursuant to this Section if the Holders requesting such registration agree to pay the registration expenses described in Section hereof in connection therewith. 12.3. Whenever required under Section 12.1 or 12.2 to effect the registration of any Registrable Shares, the Company shall, as expeditiously as reasonably possible: (a) prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 for the sale of the Registrable Shares by Holder from time to time on the Nasdaq National Market or the facilities of any national securities exchange on which the Common Stock is then traded or in privately- negotiated transactions; (b) use its best efforts, subject to receipt of necessary information from Holder, to cause such registration statement to become effective; (c) 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 until all the Registrable Shares have been sold pursuant thereto or until, by reason of Rule 144(k) of the Commission under the Securities Act of 1933, as amended (the "Securities Act"), or any other rule of similar effect, the Registrable Shares held by non-affiliates of the Company are no longer required to be registered for the sale thereof by Holder; (d) furnish to Holder with respect to the Registrable Shares registered under such registration statement (and to each underwriter, if any, of such Registrable Shares) such number of copies of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act and such other documents as Holder may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by Holder; and (e) file documents required of the Company for normal blue sky clearance in states specified in writing by Holder; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; provided, however, that the Company shall be under no obligation to complete any offering of securities it proposes to make and shall incur no liability to any Holder for its failure to do so. (a) It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 12 with respect to the Registrable Shares of any selling Holder that such Holder shall furnish to the Company such information regarding him or itself, the Registrable Shares held by him or it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Shares. (b) If the Company has delivered preliminary or final prospectuses to the selling Holders and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the selling Holders and, if requested, the selling Holders shall immediately cease making offers or sales of Registrable Shares and return all prospectuses to the Company. The Company shall notify promptly provide the Purchaser in writing not less than ten days prior to filing a registration statement under the Securities Act (other than a filing on Form S-4 or S-8) selling Holders with respect to any Common Stock of the Company's intention so to file. If the Purchaser wishes to have any portion of its Shares included in such registration statementrevised prospectuses and, it shall advise the Company in writing to that effect within five business days following receipt of such noticethe revised prospectuses, the selling Holders shall be free to resume making offers and sales of the Company will thereupon include the number of Shares indicated by the Purchaser under such Registration StatementRegistrable Shares. (c) 12.5. The Company shall bear and pay all fees and expenses in connection with any registration pursuant to this Section expenses, other than underwriting discounts and commissions to brokers or dealers and shall indemnify the Purchaserother selling expenses of any Holder, its affiliates, its officers, directors, agents, other controlling persons and any underwriters retained by the Purchaser in connection with such sale of such Shares in the customary way, and agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which the Purchaser, its affiliates, its officers, directors, agents, other controlling persons or underwriters may be subject) incurred in connection with any registration, filing orqualification pursuant to this Section 12, including without limitation all registration, filing, and qualification fees, printing costs, accounting fees and fees and disbursements of counsel for the Company; provided, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 12.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Shares to be registered (other than as a result of a material adverse change in the prospects, business or condition of the Company that was unknown to the Holders of a majority of the Registrable Shares at the time of their request), in which case all Holders requesting such offer withdrawal shall bear such expenses. 12.6. The following provisions shall apply to any registration described in Section 12.1 or sale under 12.2 above that is a registered public offering involving an underwriting: (a) All stockholders proposing to distribute their shares of Common Stock through such underwriting shall (together with the federal Company, directors and officers and the other shareholders distributing their securities laws through such underwriting) enter into an underwriting agreement in customary form with the underwriter or otherwise, except underwriters selected for information furnished in writing underwriting by the Purchaser Company; (b) Notwithstanding any other provision of this Section 12, if the underwriter determines that marketing factors require a limitation on the number of shares of Common Stock to be underwritten, the underwriter may exclude from such registration and underwriting some or its underwriters all of the shares of Common Stock which would otherwise be underwritten pursuant hereto. The Company shall so advise Holder and the number of Registrable Shares that are entitled to be included in the registration and underwriting shall be allowed among Holder, directors and officers and other stockholders distributing securities through such underwriting in proportion, as nearly as practicable, to the Companyrespective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement, subject in the case of a registration described in Section 12.1, to any superior rights of any holder of demand registration rights. The Purchaser and its underwritersIf Holder or any officer, respectivelydirector or other stockholder distributing securities through such underwriting disapproves of the terms of any such underwriting, shall indemnify the Company he or it may elect to the same extent with respect to information furnished in writing withdraw therefrom by written notice to the Company by and the Purchaser underwriter. Anysecurities excluded or withdrawn from such underwriting shall be withdrawn from such registration. 12.7. For the purpose of this Section 12.7: (a) the term "Selling Shareholder" shall mean Holder and such underwriters.any officer, director, employee, agent, affiliate or person deemed to be in control of Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended;

Registration of the Shares. (a) If the Purchaser requests the The Company shall notify all Selling Stockholders in writing to register under the Securities Act, any of the Shares purchased by the Purchaser hereunder, the Company will use its best efforts to cause the offering of the Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by the Purchaser of the Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith prepare and file as promptly as reasonably possible twenty (but in no event later than 60 20) days from receipt prior to the filing of the Purchaser's request) a any registration statement under the Securities Act for purposes of registering securities of the Company, excluding registration statements on SEC Forms S-4, S-8 or any similar or successor forms, and will afford each such Selling Stockholder an opportunity to effect include in such registration on an appropriate form, which would permit the sale statement all or part of such Restricted Stock held by such Selling Stockholder. Each Selling Stockholder desiring to include in any such registration statement all or any part of the Shares Restricted Stock held by it shall, within ten (10) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Restricted Stock by such Selling Stockholder. If a Selling Stockholder decides not to include all of its Restricted Stock in any registration statement thereafter filed by the Purchaser Company, such Selling Stockholder shall nevertheless continue to have the right to include any Restricted Stock in the manner specified any subsequent registration statement or registration statements as may be filed by the Purchaser in Company with respect to offerings of its requestsecurities, all upon the terms and conditions set forth herein. The Company shall not may, without the consent of the Selling Stockholders, withdraw such registration statement prior to its becoming effective if the proposal to register the securities proposed to be obligated to make effective more than two registration statements pursuant to the foregoing sentenceregistered thereby is abandoned. (b) The Company In the event that any registration pursuant to Section 6.2(a) shall notify the Purchaser be, in writing not less than ten days prior to filing a registration statement under the Securities Act (other than a filing on Form S-4 whole or S-8) with respect to any in part, an underwritten public offering of Common Stock on behalf of the Company's intention so , all Purchasers proposing to filedistribute 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 Purchaser wishes managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to have any portion of its Shares be included in such registration statementexceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, it shall advise the Company shall include in writing such registration (i) first, the securities the Company proposes to that effect within five business days following receipt of such noticesell, and (ii) second, the Company will thereupon include Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of Shares indicated shares to be registered under this clause (ii) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (i). 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 the Purchaser under all such Registration Statementholders and requested to be included in such registration. (c) The Company shall pay all fees and expenses in connection with any registration pursuant to this Section other than underwriting discounts and commissions to brokers or dealers and shall indemnify the Purchaser, its affiliates, its officers, directors, agents, other controlling persons and any underwriters retained by the Purchaser in connection with such sale of such Shares in the customary way, and agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which the Purchaser, its affiliates, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by the Purchaser or its underwriters Notwithstanding anything to the contrary contained herein, the Company. The Purchaser 's obligation in Sections 6.2(a) and its underwriters, respectively, 6.2(b) above shall indemnify the Company extend only to the same extent with respect to information furnished inclusion of the Restricted Stock in writing to the Company by the Purchaser and such underwriters.a

Registration of the Shares. (a) If the Purchaser requests the The Company shall notify all Selling Stockholders in writing to register under the Securities Act, any of the Shares purchased by the Purchaser hereunder, the Company will use its best efforts to cause the offering of the Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by the Purchaser of the Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith prepare and file as promptly as reasonably possible ten (but in no event later than 60 10) days from receipt prior to the filing of the Purchaser's request) a any registration statement under the Securities Act for purposes of registering securities of the Company, excluding registration statements on SEC Forms X-0, X-0 or any similar or successor forms, and will afford each such Selling Stockholder an opportunity to effect include in such registration on an appropriate form, which would permit the sale statement all or part of such Restricted Stock held by such Selling Stockholder. Each Selling Stockholder desiring to include in any such registration statement all or any part of the Shares Restricted Stock held by it shall, within five (5) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Restricted Stock by such Selling Stockholder. If a Selling Stockholder decides not to include all of its Restricted Stock in any registration statement thereafter filed by the Purchaser Company, such Selling Stockholder shall nevertheless continue to have the right to include any Restricted Stock in the manner specified any subsequent registration statement or registration statements as may be filed by the Purchaser in Company with respect to offerings of its requestsecurities, all upon the terms and conditions set forth herein. The Company shall not may, without the consent of the Selling Stockholders, withdraw such registration statement prior to its becoming effective if the proposal to register the securities proposed to be obligated to make effective more than two registration statements pursuant to the foregoing sentenceregistered thereby is abandoned. (b) The Company In the event that any registration pursuant to Section 6.2(a) shall notify the Purchaser be, in writing not less than ten days prior to filing a registration statement under the Securities Act (other than a filing on Form S-4 whole or S-8) with respect to any in part, an underwritten public offering of Common Stock on behalf of the Company's intention so , all Purchasers proposing to filedistribute 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 Purchaser wishes managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to have any portion of its Shares be included in such registration statementexceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, it shall advise the Company shall include in writing such registration (i) first, the securities the Company proposes to that effect within five business days following receipt of such noticesell, (ii) second, securities held by person with demand or mandatory registration rights, and (iii) third, the Company will thereupon include Restricted Stock and any other securities eligible and requested to be included in such registration to the extent that the number of Shares indicated shares to be registered under this clause (iii) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (i) or (ii). 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 the Purchaser under all such Registration Statementholders and requested to be included in such registration. (c) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 6.2(a) and 6.2(b) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall pay all fees have no obligation to assure the terms and expenses in connection with 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. (d) The Company shall have the right to terminate or withdraw any registration pursuant to initiated by it under this Section other than underwriting discounts and commissions 6.2 prior to brokers or dealers and 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 6.5) of such withdrawn registration shall indemnify the Purchaser, its affiliates, its officers, directors, agents, other controlling persons and any underwriters retained be borne by the Purchaser Company in connection accordance with such sale of such Shares in the customary way, and agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which the Purchaser, its affiliates, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by the Purchaser or its underwriters to the Company. The Purchaser and its underwriters, respectively, shall indemnify the Company to the same extent with respect to information furnished in writing to the Company by the Purchaser and such underwritersSection 6.4 hereof.

Registration of the Shares. (a) If the Purchaser Grantee requests the Company in writing to register under the Securities Act, Act any of the Shares purchased by the Purchaser Grantee hereunder, the Company will use its best efforts to cause the offering of the Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by the Purchaser Grantee of the Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of the PurchaserGrantee's request) a registration statement under the Securities Act to effect such registration on an appropriate form, which would permit the sale of the Shares by the Purchaser Grantee in the manner specified by the Purchaser Grantee in its request. The Company shall not be obligated to make effective more than two three registration statements pursuant to the foregoing sentence. (b) The Company shall notify the Purchaser Grantee in writing not less than ten 10 days prior to filing a registration statement under the Securities Act (other than a filing on Form S-4 or S-8) with respect to any Common Stock of the Company's intention so to fileStock. If the Purchaser Grantee wishes to have any portion of its Shares included in such registration statement, it shall advise the Company in writing to that effect within five two business days following receipt of such notice, and the Company will thereupon include the number of Shares indicated by the Purchaser Grantee under such Registration Statement. (c) The Company shall pay all Any registration statement prepared and filed under this Section 8 and any sale covered thereby, will be at Company's expense except for underwriting discounts or commissions, brokers' fees and expenses in the fees and disbursements of Grantee's counsel related thereto. In connection with any registration pursuant to this Section 8, Company and Grantee will provide each other than underwriting discounts and commissions to brokers or dealers and shall indemnify the Purchaser, its affiliates, its officers, directors, agents, other controlling persons and any underwriters retained by underwriter of the Purchaser offering with customary representations, warranties, covenants, indemnification, and contribution in connection with such sale of such Shares in the customary way, and agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which the Purchaser, its affiliates, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by the Purchaser or its underwriters to the Company. The Purchaser and its underwriters, respectively, shall indemnify the Company to the same extent with respect to information furnished in writing to the Company by the Purchaser and such underwritersregistration.

Registration of the Shares. (a) If 6.1 Within 30 days following the Purchaser requests Closing, the Company in writing will prepare and file with the SEC a registration statement on Form S-3 (or such other form that the Company may be eligible to register under use) relating to the Securities Act, any sale of the Shares purchased by Purchaser from time to time (the "Registration Statement"), and use its best efforts, subject to receipt of necessary information from Purchaser, to cause such Registration Statement to be declared effective by the SEC as soon as practicable after the SEC has completed its review process. The Company agrees to use its best efforts to keep such Registration Statement effective until the date on which the Shares may be resold by Purchaser hereunderwithout registration by reason of Rule 144(k) under the Act of 1933 or any other rule of similar effect. Notwithstanding the foregoing, following the effectiveness of the Registration Statement, the Company may, at any time, suspend the effectiveness of the Registration Statement for up to no longer than 30 days, as appropriate (a "Suspension Period"), by giving notice to the Purchaser, if the Company shall have determined that the Company may be required to disclose any material corporate development. The Company will use its best efforts to cause minimize the offering length of any Suspension Period. Notwithstanding the Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by the Purchaser of the Shares specified in its request (and to keep such registration in effect for a period of at least 90 days)foregoing, and in connection therewith prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of the Purchaser's request) a registration statement under the Securities Act to effect such registration on an appropriate form, which would permit the sale of the Shares by the Purchaser in the manner specified by the Purchaser in its request. The Company shall not be obligated to make effective more than two registration statements Suspension Periods may occur in any twelve (12) month period. Purchaser agrees that, upon receipt of any notice from the Company of a Suspension Period, Purchaser will not sell any Shares pursuant to the foregoing sentence. Registration Statement until (bi) The Company shall notify the Purchaser in writing not less than ten days prior to filing a registration statement under the Securities Act (other than a filing on Form S-4 or S-8) with respect to any Common Stock of the Company's intention so to file. If the Purchaser wishes to have any portion of its Shares included in such registration statement, it shall advise the Company in writing to that effect within five business days following receipt of such notice, and the Company will thereupon include the number of Shares indicated by the Purchaser under such Registration Statement. (c) The Company shall pay all fees and expenses in connection with any registration pursuant to this Section other than underwriting discounts and commissions to brokers or dealers and shall indemnify the Purchaser, its affiliates, its officers, directors, agents, other controlling persons and any underwriters retained by the Purchaser in connection with such sale of such Shares in the customary way, and agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which the Purchaser, its affiliates, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) Purchaser has received copies of any additional or its underwriters supplemental or amended prospectus, if applicable, and (iii) Purchaser has received copies of any additional or supplemental filings which are incorporated or deemed to the Companybe incorporated by reference in such prospectus. The Purchaser and its underwriters, respectively, shall indemnify further covenants to notify the Company to promptly of the same extent with respect to information furnished in writing to the Company by the Purchaser and such underwriterssale of all of its Shares.

Registration of the Shares. (ai) If the The Company shall notify Purchaser requests the Company in writing to register under the Securities Act, any of the Shares purchased by the Purchaser hereunder, the Company will use its best efforts to cause the offering of the Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by the Purchaser of the Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith prepare and file as promptly as reasonably possible ten (but in no event later than 60 10) days from receipt prior to the filing of the Purchaser's request) a any registration statement under the Securities Act for purposes of registering securities of the Company, excluding the existing registration statements on file with the SEC (or any continuations or amendments thereof) and excluding any registration statements on SEC Forms S-0, X-0 or any similar or successor forms, and will afford Purchaser an opportunity to effect include in such registration statement all or part of Purchaser's Restricted Stock. If Purchaser desires to include in any such registration statement all or any part of the Restricted Stock held by it shall, within five (5) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Restricted Stock by Purchaser. If Purchaser decides not to include all of its Restricted Stock in any registration statement thereafter filed by the Company, Purchaser shall nevertheless continue to have the right to include any Restricted Stock in any subsequent registration statement or 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. The Company may, without the consent of Purchaser, withdraw such registration statement prior to its becoming effective if the proposal to register the securities proposed to be registered thereby is abandoned. (ii) In the event that any registration pursuant to Section 5(b) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Purchasers proposing to distribute their Restricted Stock through such underwriting shall enter into an appropriate formunderwriting 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, which would permit the Company shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) 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 (ii) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (i). 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 5(b) 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 Shares 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 5 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 5(e) of such withdrawn registration shall be borne by the Company in accordance with Section 5(e) hereof. (v) The Company has not filed a registration statement in which Purchaser has been afforded an opportunity to include Purchaser's Restricted Shares pursuant to Section 5(b)(i) hereof on or before March 31, 2007, Purchaser shall thereafter have the right, exercisable by written notice to the Company, to require the Company to use its best efforts to file with the SEC a shelf registration statement on an appropriate form (including, without limitation, Form S-0, Xxxx X-0, Form SB-1, Form SB-2, or any other appropriate form for which the Company then qualifies in the manner specified opinion of counsel for the Company) to permit a public offering and resale by Purchaser of all of the Restricted Stock held by Purchaser in its request. The on a continuous basis under Rule 415; provided, however, that the Company shall not be obligated to make effective more than two registration statements effect any such registration, qualification, or compliance pursuant to the foregoing sentence. (bthis Section 5(b) or to keep such registration effective pursuant to this Section or Section 5(c), during any Blackout Period.. The Company shall notify the Purchaser in writing not less than ten days prior use commercially reasonable efforts to filing a cause such registration statement to be declared effective by the SEC under the Securities Act (other than a filing on Form S-4 or S-8) with respect to any Common Stock of the Company's intention so to file. If the Purchaser wishes to have any portion of its Shares included in such registration statementas promptly as is practicable, it shall advise the Company in writing to that effect within five business days following receipt of such notice, and the Company will thereupon include the number of Shares indicated by the Purchaser under such Registration Statement. (c) The Company shall pay all fees and expenses in connection with any registration pursuant to this Section other than underwriting discounts and commissions to brokers or dealers and shall indemnify the Purchaser, its affiliates, its officers, directors, agents, other controlling persons and any underwriters retained by the Purchaser in connection with such sale of such Shares in the customary way, and agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which the Purchaser, its affiliates, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by the Purchaser or its underwriters subject to the Company. The Purchaser and its underwriters, respectively, shall indemnify the Company to the same extent with respect to information furnished in writing to the Company by the Purchaser and such underwritersimposition of any Blackout Period.

Registration of the Shares. (a) If the Purchaser ESB requests the Company SHS in writing to register under the Securities Act, Act or any of the other applicable securities registration requirements Shares which have been purchased by the Purchaser ESB hereunder, the Company SHS will use its best efforts to cause the offering of the Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by the Purchaser ESB of the such Shares specified in its request (and to keep such registration in effect for a period of at least 90 180 days), ) and in connection therewith shall prepare and file as promptly as reasonably possible (but in no event later than 60 45 days from receipt of the PurchaserESB's request) a registration statement under the Securities Act to effect such registration on an appropriate form, which would permit the sale of the Shares by the Purchaser ESB in the manner specified by the Purchaser ESB in its request. The Company In connection with such registration, SHS shall use its best efforts to cause to be delivered to ESB (and any other holder whose Shares are the subject of such registration) such certificates, opinions, accountants' letters and other documents as ESB (or any such other holder) shall reasonably request and are customarily rendered in connection with the registration of securities under the Securities Act. ESB shall provide all information reasonably requested by SHS for inclusion in any documents to be prepared hereunder. All expenses incurred by SHS in complying with the provisions of this Section 7, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for SHS and blue sky fees and expenses shall be paid by SHS. Underwriting discounts and commissions to brokers and dealers relating to the Shares, fees and disbursements of counsel to ESB and any other expenses incurred by ESB in connection with such registration shall be borne by ESB. SHS shall not be obligated to make effective more than two registration statements pursuant to the foregoing sentencethis Section 7(a). (b) The Company SHS shall notify the Purchaser ESB in writing not less than ten business days prior to filing a registration statement under the Securities Act with respect to any Common Stock (other than a filing on Form S-4 or Form S-8) with respect to any Common Stock of the CompanySHS's intention so to file. If the Purchaser ESB wishes to have any portion of its Shares purchased hereunder included in such registration statement, it shall advise the Company SHS in writing to that effect within five business days following receipt of such noticenotice from SHS pursuant to the preceding sentence, and the Company SHS will thereupon include the number of Shares shares indicated by the Purchaser ESB under such Registration Statementregistration statement, provided, however, that if the managing underwriter determines and advises SHS and ESB in writing that the inclusion in the registration statement of the number of shares indicated by ESB would interfere with the successful marketing of the Common Stock proposed to be registered and sold by SHS, then the number of shares indicated by ESB to be included in the underwriting shall be reduced or eliminated pro rata among all holders of shares of Common Stock requesting such registration, and further provided, however, that nothing herein shall prevent SHS from, at any time, abandoning or delaying any registration. (c) The Company shall pay all fees and expenses in connection with any registration pursuant to rights provided under this Section other than underwriting discounts and commissions to brokers or dealers and 7 shall indemnify expire upon the Purchaser, its affiliates, its officers, directors, agents, other controlling persons and any underwriters retained third annual anniversary of the first acquisition of Shares by the Purchaser in connection with such sale of such Shares in the customary way, and agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which the Purchaser, its affiliates, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by the Purchaser or its underwriters to the Company. The Purchaser and its underwriters, respectively, shall indemnify the Company to the same extent with respect to information furnished in writing to the Company by the Purchaser and such underwritersESB hereunder.

Registration of the Shares. (a) If the Purchaser requests the The Company shall notify all Selling Stockholders in writing to register under the Securities Act, any of the Shares purchased by the Purchaser hereunder, the Company will use its best efforts to cause the offering of the Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by the Purchaser of the Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith prepare and file as promptly as reasonably possible ten (but in no event later than 60 10) days from receipt prior to the filing of the Purchaser's request) a any registration statement under the Securities Act for purposes of registering securities of the Company, excluding registration statements on SEC Forms S-0, X-0 or any similar or successor forms, and will afford each such Selling Stockholder an opportunity to effect include in such registration on an appropriate form, which would permit the sale statement all or part of such Restricted Stock held by such Selling Stockholder. Each Selling Stockholder desiring to include in any such registration statement all or any part of the Shares Restricted Stock held by it shall, within five (5) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Restricted Stock by such Selling Stockholder. If a Selling Stockholder decides not to include all of its Restricted Stock in any registration statement thereafter filed by the Purchaser Company, such Selling Stockholder shall nevertheless continue to have the right to include any Restricted Stock in the manner specified any subsequent registration statement or registration statements as may be filed by the Purchaser in Company with respect to offerings of its requestsecurities, all upon the terms and conditions set forth herein. The Company shall not may, without the consent of the Selling Stockholders, withdraw such registration statement prior to its becoming effective if the proposal to register the securities proposed to be obligated to make effective more than two registration statements pursuant to the foregoing sentenceregistered thereby is abandoned. (b) The Company In the event that any registration pursuant to Section 6.2(a) shall notify the Purchaser be, in writing not less than ten days prior to filing a registration statement under the Securities Act (other than a filing on Form S-4 whole or S-8) with respect to any in part, an underwritten public offering of Common Stock on behalf of the Company's intention so , all Purchasers proposing to filedistribute 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 Purchaser wishes managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to have any portion of its Shares be included in such registration statementexceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, it shall advise the Company shall include in writing such registration (i) first, the securities the Company proposes to that effect within five business days following receipt of such noticesell, and (ii) second, the Company will thereupon include Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of Shares indicated shares to be registered under this clause (ii) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (i). 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 the Purchaser under all such Registration Statementholders and requested to be included in such registration. (c) Notwithstanding anything to the contrary contained herein, the Company’s obligation in Sections 6.2(a) and 6.2(b) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall pay all fees have no obligation to assure the terms and expenses in connection with 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. (d) The Company shall have the right to terminate or withdraw any registration pursuant to initiated by it under this Section other than underwriting discounts and commissions 6.2 prior to brokers or dealers and 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 6.5) of such withdrawn registration shall indemnify the Purchaser, its affiliates, its officers, directors, agents, other controlling persons and any underwriters retained be borne by the Purchaser Company in connection accordance with such sale of such Shares in the customary way, and agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which the Purchaser, its affiliates, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by the Purchaser or its underwriters to the Company. The Purchaser and its underwriters, respectively, shall indemnify the Company to the same extent with respect to information furnished in writing to the Company by the Purchaser and such underwritersSection 6.4 hereof.

Registration of the Shares. (a) If the Purchaser requests the The Company shall notify all Selling Stockholders in writing to register under the Securities Act, any of the Shares purchased by the Purchaser hereunder, the Company will use its best efforts to cause the offering of the Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by the Purchaser of the Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith prepare and file as promptly as reasonably possible ten (but in no event later than 60 10) days from receipt prior to the filing of the Purchaser's request) a any registration statement under the Securities Act for purposes of registering securities of the Company, excluding registration statements on SEC Forms S-0, X-0 or any similar or successor forms, and will afford each such Selling Stockholder an opportunity to effect include in such registration on an appropriate form, which would permit the sale statement all or part of such Restricted Stock held by such Selling Stockholder. Each Selling Stockholder desiring to include in any such registration statement all or any part of the Shares Restricted Stock held by it shall, within five (5) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Restricted Stock by such Selling Stockholder. If a Selling Stockholder decides not to include all of its Restricted Stock in any registration statement thereafter filed by the Purchaser Company, such Selling Stockholder shall nevertheless continue to have the right to include any Restricted Stock in the manner specified any subsequent registration statement or registration statements as may be filed by the Purchaser in Company with respect to offerings of its requestsecurities, all upon the terms and conditions set forth herein. The Company shall not may, without the consent of the Selling Stockholders, withdraw such registration statement prior to its becoming effective if the proposal to register the securities proposed to be obligated to make effective more than two registration statements pursuant to the foregoing sentenceregistered thereby is abandoned. (b) The Company In the event that any registration pursuant to Section 6.2(a) shall notify the Purchaser be, in writing not less than ten days prior to filing a registration statement under the Securities Act (other than a filing on Form S-4 whole or S-8) with respect to any in part, an underwritten public offering of Common Stock on behalf of the Company's intention so , all Purchasers proposing to filedistribute 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 Purchaser wishes managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to have any portion of its Shares be included in such registration statementexceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, it shall advise the Company shall include in writing such registration (i) first, the securities the Company proposes to that effect within five business days following receipt of such noticesell, and (ii) second, the Company will thereupon include Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of Shares indicated shares to be registered under this clause (ii) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (i). 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 the Purchaser under all such Registration Statementholders and requested to be included in such registration. (c) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 6.2(a) and 6.2(b) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall pay all fees have no obligation to assure the terms and expenses in connection with 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. (d) The Company shall have the right to terminate or withdraw any registration pursuant to initiated by it under this Section other than underwriting discounts and commissions 6.2 prior to brokers or dealers and 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 6.5) of such withdrawn registration shall indemnify the Purchaser, its affiliates, its officers, directors, agents, other controlling persons and any underwriters retained be borne by the Purchaser Company in connection accordance with such sale of such Shares in the customary way, and agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which the Purchaser, its affiliates, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by the Purchaser or its underwriters to the Company. The Purchaser and its underwriters, respectively, shall indemnify the Company to the same extent with respect to information furnished in writing to the Company by the Purchaser and such underwritersSection 6.4 hereof.

Registration of the Shares. (a) If the Purchaser requests the The Company shall notify all Shareholders in writing to register under the Securities Act, any of the Shares purchased by the Purchaser hereunder, the Company will use its best efforts to cause the offering of the Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by the Purchaser of the Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith prepare and file as promptly as reasonably possible ten (but in no event later than 60 10) days from receipt prior to the filing of the Purchaser's request) a any registration statement under the Securities Act for purposes of registering securities of the Company, excluding registration statements on SEC Forms S-0, X-0 or any similar or successor forms, and will afford each such Shareholder an opportunity to effect include in such registration on an appropriate form, which would permit the sale statement all or part of such Restricted Stock held by such Shareholder. Each Shareholder desiring to include in any such registration statement all or any part of the Shares Restricted Stock held by it shall, within ten (10) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Restricted Stock by such Shareholder. If a Shareholder decides not to include all of its Restricted Stock in such registration statement, such Shareholder shall nevertheless continue to have the right to include any Restricted Stock in any subsequent registration statement or registration statements as may be filed by the Purchaser in Company with respect to offerings of its securities, all upon the manner specified by the Purchaser in its requestterms and conditions set forth herein. The Company shall not may, without the consent of the Shareholders, withdraw such registration statement prior to its becoming effective if the proposal to register the securities proposed to be obligated to make effective more than two registration statements pursuant to the foregoing sentenceregistered thereby is abandoned. (b) The Company In the event that any registration pursuant to Section 2.1(a) shall notify the Purchaser be, in writing not less than ten days prior to filing a registration statement under the Securities Act (other than a filing on Form S-4 whole or S-8) with respect to any in part, an underwritten public offering of Common Stock on behalf of the Company's intention so , all Shareholders proposing to filedistribute 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 Purchaser wishes managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to have any portion of its Shares be included in such registration statementexceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, it shall advise the Company shall include in writing to that effect within five business days following receipt of such noticeregistration (i) first, and the securities the Company will thereupon include proposes to sell, (ii) second, securities held by person with demand or mandatory registration rights and (iii) third, the Restricted Stock and any other securities eligible and requested to be included in such registration to the extent that the number of Shares indicated shares to be registered under this clause (iii) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (i) or (ii). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and other securities on the basis of the number of shares eligible for registration that are owned by the Purchaser under all such Registration Statementholders and requested to be included in such registration. (c) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 2.1(a) and 2.1(b) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall pay all fees have no obligation to assure the terms and expenses in connection with 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. (d) The Company shall have the right to terminate or withdraw any registration pursuant to initiated by it under this Section other than underwriting discounts and commissions 2.1 prior to brokers or dealers and the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any Shareholder has elected to include securities in such registration. The Registration Expenses (as defined in Section 2.4) of such withdrawn registration shall indemnify the Purchaser, its affiliates, its officers, directors, agents, other controlling persons and any underwriters retained be borne by the Purchaser Company in connection accordance with such sale of such Shares in the customary way, and agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which the Purchaser, its affiliates, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by the Purchaser or its underwriters to the Company. The Purchaser and its underwriters, respectively, shall indemnify the Company to the same extent with respect to information furnished in writing to the Company by the Purchaser and such underwritersSection 2.4 hereof.

Registration of the Shares. (a) If the Purchaser Grantee requests the Company in writing to register under the Securities Act, Act or file a prospectus under the securities acts of the provinces of Canada to qualify a sale of any of the Shares purchased by the Purchaser Grantee hereunder, the Company will use its best commercially reasonable efforts to cause the offering of the Shares so specified in such request to be registered or qualified as soon as practicable so as to permit the sale or other distribution by the Purchaser Grantee of the Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith prepare and file as promptly as reasonably possible (but in no event later than 60 days from receipt of the PurchaserGrantee's request) a registration statement under the Securities Act and a preliminary prospectus under the securities acts of the provinces of Canada to effect such registration or qualification on an appropriate form, which would permit the sale of the Shares by the Purchaser Grantee in the manner specified by the Purchaser Grantee in its request. The Company shall not be obligated to make effective more than two one registration statements statement or prospectus pursuant to the foregoing sentence. (b) The Company shall notify the Purchaser Grantee in writing not less than ten 10 days prior to filing a registration statement under the Securities Act (other than a filing on Form S-4 or S-8, F-8 or F-80) or a prospectus in Canada with respect to any Common Stock of the Company's intention so to fileShares. If the Purchaser Grantee wishes to have any portion of its Shares included in such registration statementstatement or prospectus, it shall advise the Company in writing to that effect within five two business days following receipt of such notice, and the Company will thereupon include the number of Shares indicated by the Purchaser Grantee under such Registration Statementregistration statement or prospectus. (c) The Company shall pay all Any registration statement or prospectus prepared and filed under this Section 8 and any sale covered thereby, will be at Company's expense except for underwriting discounts or commissions, brokers' fees and expenses in the fees and disbursements of Grantee's counsel related thereto or as otherwise required by Canadian law. In connection with any registration pursuant to this Section 8, Company and Grantee will provide each other than underwriting discounts and commissions to brokers or dealers and shall indemnify the Purchaser, its affiliates, its officers, directors, agents, other controlling persons and any underwriters retained by underwriter of the Purchaser offering with customary representations, warranties, covenants, indemnification and contribution in connection with such sale of such Shares in the customary way, and agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which the Purchaser, its affiliates, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by the Purchaser or its underwriters to the Company. The Purchaser and its underwriters, respectively, shall indemnify the Company to the same extent with respect to information furnished in writing to the Company by the Purchaser and such underwritersregistration.

Registration of the Shares. (a) If the Purchaser requests the The Company shall notify all Selling Stockholders in writing to register under the Securities Act, any of the Shares purchased by the Purchaser hereunder, the Company will use its best efforts to cause the offering of the Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by the Purchaser of the Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith prepare and file as promptly as reasonably possible twenty (but in no event later than 60 20) days from receipt prior to the filing of the Purchaser's request) a any registration statement under the Securities Act for the purpose of registering securities of the Company, excluding registration statements on SEC Forms X-0, X-0 or any similar or successor forms, and will afford each such Selling Stockholder an opportunity to effect include in such registration on an appropriate form, which would permit the sale statement all or part of such Restricted Stock held by such Selling Stockholder. Each Selling Stockholder desiring to include in any such registration statement all or any part of the Shares Restricted Stock held by it shall, within ten (10) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Restricted Stock by such Selling Stockholder. If a Selling Stockholder decides not to include all of its Restricted Stock in any registration statement thereafter filed by the Purchaser Company, such Selling Stockholder shall nevertheless continue to have the right to include any Restricted Stock in the manner specified any subsequent registration statement or registration statements as may be filed by the Purchaser in Company with respect to offerings of its requestsecurities, all upon the terms and conditions set forth herein. The Company shall not may, without the consent of the Selling Stockholders, withdraw such registration statement prior to its becoming effective if the proposal to register the securities proposed to be obligated to make effective more than two registration statements pursuant to the foregoing sentenceregistered thereby is abandoned. (b) The Company In the event that any registration pursuant to Section 6.2(a) shall notify the Purchaser be, in writing not less than ten days prior to filing a registration statement under the Securities Act (other than a filing whole or in part, an underwritten public offering of Restricted Stock on Form S-4 or S-8) with respect to any Common Stock behalf of the Company's intention so , all Purchasers proposing to filedistribute 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 Purchaser wishes managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to have any portion of its Shares be included in such registration statementexceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, it shall advise the Company shall include in writing such registration (i) first, the securities the Company proposes to that effect within five business days following receipt of such noticesell, and (ii) second, the Company will thereupon include Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of Shares indicated shares to be registered under this clause (ii) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (i). 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 the Purchaser under all such Registration Statementholders and requested to be included in such registration. (c) Notwithstanding anything to the contrary contained herein, the Company’s obligation in Sections 6.2(a) and 6.2(b) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall pay all fees have no obligation to assure the terms and expenses in connection with 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. (d) The Company shall have the right to terminate or withdraw any registration pursuant to initiated by it under this Section other than underwriting discounts and commissions 6.2 prior to brokers or dealers and 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 6.5) of such withdrawn registration shall indemnify the Purchaser, its affiliates, its officers, directors, agents, other controlling persons and any underwriters retained be borne by the Purchaser Company in connection accordance with such sale of such Shares in the customary way, and agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which the Purchaser, its affiliates, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by the Purchaser or its underwriters to the Company. The Purchaser and its underwriters, respectively, shall indemnify the Company to the same extent with respect to information furnished in writing to the Company by the Purchaser and such underwritersSection 6.4 hereof.

Registration of the Shares. (a) If the Purchaser requests the The Company shall notify all Shareholders in writing to register under the Securities Act, any of the Shares purchased by the Purchaser hereunder, the Company will use its best efforts to cause the offering of the Shares so specified in such request to be registered as soon as practicable so as to permit the sale or other distribution by the Purchaser of the Shares specified in its request (and to keep such registration in effect for a period of at least 90 days), and in connection therewith prepare and file as promptly as reasonably possible ten (but in no event later than 60 10) days from receipt prior to the filing of the Purchaser's request) a any registration statement under the Securities Act for purposes of registering securities of the Company, excluding registration statements on SEC Forms X-0, X-0 or any similar or successor forms, and will afford each such Shareholder an opportunity to effect include in such registration on an appropriate form, which would permit the sale statement all or part of such Restricted Stock held by such Shareholder. Each Shareholder desiring to include in any such registration statement all or any part of the Shares Restricted Stock held by it shall, within five (5) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Restricted Stock by such Shareholder. If a Shareholder decides not to include all of its Restricted Stock in any registration statement thereafter filed by the Purchaser Company, such Shareholder shall nevertheless continue to have the right to include any Restricted Stock in the manner specified any subsequent registration statement or registration statements as may be filed by the Purchaser in Company with respect to offerings of its requestsecurities, all upon the terms and conditions set forth herein. The Company shall not may, without the consent of the Shareholders, withdraw such registration statement prior to its becoming effective if the proposal to register the securities proposed to be obligated to make effective more than two registration statements pursuant to the foregoing sentenceregistered thereby is abandoned. (b) The Company In the event that any registration pursuant to Section 2.1(a) shall notify the Purchaser be, in writing not less than ten days prior to filing a registration statement under the Securities Act (other than a filing on Form S-4 whole or S-8) with respect to any in part, an underwritten public offering of Common Stock on behalf of the Company's intention so , all Shareholders proposing to filedistribute 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 Purchaser wishes managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to have any portion of its Shares be included in such registration statementexceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, it shall advise the Company shall include in writing to that effect within five business days following receipt of such noticeregistration (i) first, and the securities the Company will thereupon include proposes to sell, (ii) second, securities held by person with demand or mandatory registration rights and (iii) third, the Restricted Stock and any other securities eligible and requested to be included in such registration to the extent that the number of Shares indicated shares to be registered under this clause (iii) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (i) or (ii). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and other securities on the basis of the number of shares eligible for registration that are owned by the Purchaser under all such Registration Statementholders and requested to be included in such registration. (c) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 2.1(a) and 2.1(b) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall pay all fees have no obligation to assure the terms and expenses in connection with 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. (d) The Company shall have the right to terminate or withdraw any registration pursuant to initiated by it under this Section other than underwriting discounts and commissions 2.1 prior to brokers or dealers and the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any Shareholder has elected to include securities in such registration. The Registration Expenses (as defined in Section 2.4) of such withdrawn registration shall indemnify the Purchaser, its affiliates, its officers, directors, agents, other controlling persons and any underwriters retained be borne by the Purchaser Company in connection accordance with such sale of such Shares in the customary way, and agree to customary contribution provisions with such persons, with respect to claims, damages, losses and liabilities (and any expenses relating thereto) arising (or to which the Purchaser, its affiliates, its officers, directors, agents, other controlling persons or underwriters may be subject) in connection with any such offer or sale under the federal securities laws or otherwise, except for information furnished in writing by the Purchaser or its underwriters to the Company. The Purchaser and its underwriters, respectively, shall indemnify the Company to the same extent with respect to information furnished in writing to the Company by the Purchaser and such underwritersSection 2.4 hereof.