Common use of Registration Procedure Clause in Contracts

Registration Procedure. The Company will cause to be filed with the Securities and Exchange Commission (the "SEC") within six (6) months of the date of this Agreement a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective. The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto.

Registration Procedure. The Unless such Exchange Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 3.1(c) and 3.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Exchange Shares, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of exchange is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least fifteen (15) Business Days prior to the anticipated consummation of the sale of Registrable Securities, which consummation shall in any event be subject to an effective Shelf Registration Statement (as hereinafter defined) or an effective New Registration Statement (as hereinafter defined). As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Michigan. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement (prior to the filing of which the Company shall have given ten (10) Business Days notice to Holder) and related prospectus that the Company than has on file with the Commission (the "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the a "SHELF REGISTRATION STATEMENTNew Registration Statement") that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference. Each .) Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) ), provided, that except with respect to any Shelf Registration, such period need to extend beyond nine months after the second anniversary effective date of the date Registration Statement; and provided further, that with respect to any Shelf Registration, such period need not extend beyond the time period provided in this Section 3.1(a), and which periods, in any event, shall terminate when all the Exchange Shares covered by such Registration Statement is declared effectivehave been sold (but not before the expiration of the time period provided in Section 4(3) of the Act and Rule 174 thereunder, if applicable). The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from Holder, include all of Holder's Exchange Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder Registration Rights pursuant to this Section 3, Holder agrees that it will respond within ten (10) Business Days to any request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. The Subject to Sections 1.1(c) and 1.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Common Shares underlying the Rights, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale by Holder (such shares being referred to herein as the "Registrable Securities"). Such notice may be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") within six as soon as reasonably practicable (6but not later than 30 days) months of after receiving the date of this Agreement Registration Notice a shelf new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "SHELF REGISTRATION STATEMENTAct") (a "New Registration Statement"), that complies as to form in all material respects with applicable SEC rules providing for the offer and sale by each Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectusprospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) the second anniversary provided that Rule 144 is then available for offers and sales of the date that the Registration Statement is declared effectiveRegistrable Securities by Holder. The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto.

Registration Procedure. The Unless such Redemption Shares are included at the time of issuance in an Issuer Registration Statement as provided in Section 2 above, then subject to Sections 3.1(c) and 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a “Registration Notice”) informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered being referred to herein as the “Registrable Securities”). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least sixty (60) days prior to the date on which the Holder desires to consummate of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT"a “New Registration Statement”) that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each such Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENT" “Registration Statement” and "PROSPECTUS" “Prospectus” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder’s Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference. Each Holder .) Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the forty-sixth (46th) day following commencement of the offering contemplated therein (provided, that the forty-five (45) day period will be extended one day for each day that the Company suspends the offering pursuant to its rights in Section 3.2 hereof) or, if sooner, the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, Statement and (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective“Act”). The Company agrees to provide to each exercising Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from any Holder, include all of any Holder’s Redemption Shares or any portion thereof in any Registration Statement (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3.1(a)). In connection with any Registration Statement utilized by the Company to satisfy the Registration Rights pursuant to this Section 3, each Holder agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that it will (i) respond within five (5) Business Days to any written request by the Company to provide or verify information regarding Holder or Holder’s Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related Prospectus. As used in this Agreement, a “Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland.

Registration Procedure. The Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 3.1(c) and 3.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall deliver to the Company a written notice (a "Redemption Notice") informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least thirty (30) Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with the Commission (the "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the a "SHELF REGISTRATION STATEMENTNew Registration Statement") that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) the second anniversary of the date that the Registration Statement is declared effective). The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Redemption Notice from Holder, include all of Holder's Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, Holder agrees that it will respond within five (5) Business Days to any request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. The Subject to Sections 1.1(c) and 1.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale by Holder (such shares being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") within six as soon as reasonably practicable (6but no later than 30 days) months of after receiving the date of this Agreement Registration Notice a shelf new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "SHELF REGISTRATION STATEMENTAct") (a "New Registration Statement"), that complies as to form in all material respects with applicable SEC rules providing for the offer and sale by each Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectusprospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) the second anniversary provided that Rule 144 is then available for offers and sales of the date that the Registration Statement is declared effectiveRegistrable Securities by Holder. The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto.

Registration Procedure. The Unless such Redemption Shares have been included in the filing of an Issuer Registration Statement as provided in Section 2 hereof, then, subject to Sections 3.1(c) and 3.2 hereof, the Holder may deliver to the Company, at any time after the last date on which an Issuer Registration Statement may be filed as provided in Section 2 hereof, a written notice (a "REGISTRATION NOTICE") informing the Company of its desire to have the Redemption Shares underlying its Units registered for sale (such Redemption Shares, together with all additional shares of Common Stock which may be issued in the future upon redemption of any remaining Units held by Holder, referred to herein as the "REGISTRABLE SECURITIES"); provided, however, that if the Redemption Shares have been included in the Issuer Registration Statement and the Issuer Registration Statement has not been declared effective by the SEC within ninety (90) days after the original filing date or the Company is unable to keep such Issuer Registration Statement effective until such time as the Holder no longer owns any Units, the Holder shall be entitled to exercise the rights provided under this Section 3.1. Upon receipt of the Registration Notice, if the Company has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (the "SHELF REGISTRATION STATEMENT") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), then the Company will cause to be filed with the Securities and Exchange Commission as soon as reasonably practicable after receiving the Registration Notice, but in no event more than sixty (the "SEC"60) within six (6) months days following receipt of the date of this Agreement such notice, a shelf new registration statement and related prospectus (the "SHELF NEW REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each the Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf the New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), including whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, including, in each case, any documents incorporated therein by reference. Each Holder .) Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement continuously effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which that is two (2) years after the Holders consummate the sale date of all effectiveness of their Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities Redemption Shares held by the Holder are eligible for immediate sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to under Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") ), or (iii) the second anniversary date on which the Holder consummates the sale of all of the date that Redemption Shares. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving a Registration Notice from the Holder, include all of the Holder's Redemption Shares or any portion thereof in any shelf Registration Statement is declared effective. The (in which event the Company agrees shall be deemed to provide to each Holder a reasonable number have satisfied its registration obligation under this Section 3.1(a) so long as such shelf Registration Statement remains effective and not the subject of copies any stop order, injunction or other order of the final Shelf Registration Statement and the Prospectus and any amendments or supplements theretoCommission).

Registration Procedure. The Unless such Covered Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 3.1(c) and 3.2 hereof, if the Holder desires to exercise Registration Rights with respect to the Covered Shares, the Holder shall deliver to the Company a written Registration Rights Agreement notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered, and all additional REIT Preferred Shares and Common Shares obtainable upon exchange of Units which the Company elects to register in a registration hereunder, being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of exchange is delivered by the Holder to the LLC pursuant to the Operating Agreement, but must be given at least fifteen (15) Business Days prior to the date on which the Holder proposes to consummate the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement (prior to the filing of which the Company shall have given ten (10) Business Days notice to the Holder) and related prospectus that the Company then has on file with the Commission (the "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus that may include only the Covered Shares that are the subject of the Registration Notice or, at the election of the Company, all REIT Preferred Shares and Common Shares obtainable upon exchange of Units (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3 with respect to such shares and all such shares shall constitute Registrable Securities hereunder and any person receiving such shares upon exchange of Units shall thereupon be a Holder hereunder) (a "SHELF REGISTRATION STATEMENTNew Registration Statement") that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each the Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference. Each .) The Holder agrees to provide in writing in a timely manner information regarding the proposed plan of distribution by such the Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their the Registrable Securities registered under the Registration Statement, Statement is consummated or (ii) the date on which all of the Registrable Securities are eligible for Registration Rights Agreement sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) the second anniversary of the date that the Registration Statement is declared effective). The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from the Holder, include all of Holder's Covered Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, Holder agrees that it will respond in writing within ten (10) Business Days to any request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. The Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 3.1(c) and 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to any Redemption Shares issued to such Holder, the Holder shall deliver to the Company will cause a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be filed with the Securities and Exchange Commission offered by such Holder (such shares to be offered being referred to herein as the "SECRegistrable Securities"). Such notice may be given at any time on or after the later of (i) within six the Effective Date or (6ii) months the date a notice of redemption is delivered by the Holder to the Operating Partnership pursuant to the Operating Partnership Agreement, but must be given at least fifteen (15) business days prior to the consummation of any sale of Registrable Securities. Upon receipt of the date Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of this Agreement a an existing shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENTShelf Registration Statement") that the Company then has on file with the SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the SEC as soon as reasonably practicable after receiving such Registration Notice a new registration statement and related prospectus (a "New Registration Statement") that complies as to form in all material respects with applicable SEC rules providing for the sale by each the Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy each Holder's Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference. .) Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements thereto necessary for that purpose) until the earlier of (i) the date on which the applicable Holder or Holders consummate the sale of all of their the Registrable Securities registered under the Registration Statement, Statement or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act") or (iii) the second anniversary of the date that the Registration Statement is declared effective). The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements theretothereto relating to Registrable Securities held by such Holder. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Redemption Notice from any Holder, include all of the Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy any Holder's Registration Rights pursuant to this Section 3, each Holder agrees that it will respond within three (3) Business Days to any request by the Company to provide or verify information regarding such Holder or such Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the SEC.

Registration Procedure. The (i) If and whenever the Company will is required to effect or cause the Registration of any Registrable Securities pursuant to be filed this Section 12, the Company will, as expeditiously as possible: (A) Prepare in cooperation with the Securities sellers (and, in the event of an underwritten public offering, with the underwriter(s)), and Exchange Commission (file with the "SEC") within six (6) months of , in a manner consistent with the date provisions of this Agreement Section 12, a shelf registration statement with respect to such Registrable Securities on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate as the case may be, and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to which form in all material respects with applicable SEC rules providing shall be available for the sale by each of the Holders Registrable Securities in accordance with the intended methods of such Holder's Registrable Securitiesdistribution thereof, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf registration statement to become and remain effective; provided, that before filing with the SEC a registration statement or prospectus or any amendments or supplements thereto, the Company will (i) furnish to one counsel selected by the Requesting Stockholders, in the event of a Registration Statement effected pursuant to Section 12(a), or selected by the holders of a majority of the Registrable Securities covered by such registration statement, in the event of any other Registration, copies of all such documents proposed to be declared effective filed, which documents will be subject to the timely review of such counsel, and (ii) notify each holder of Registrable Securities covered by such registration statement 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 soon as practicable. As used hereinmay be necessary to keep such registration statement effective for a period of not less than one hundred twenty (120) days or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the ninety (90) day period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, "REGISTRATION STATEMENT" if applicable) and "PROSPECTUS" refer comply with the provisions of the Securities Act with respect to the Shelf Registration Statement disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement. (C) Furnish to each holder of Registrable Securities covered by the registration statement and related to each underwriter, if any, of such Registrable Securities, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such registration statement (including any each preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information documents, as such Person may reasonably requested by request, in order to facilitate the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements public sale or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which all other disposition of the Registrable Securities are eligible owned by such holder. (D) Use its commercially reasonable efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as any holder, and underwriter, if any, of Registrable Securities covered by such registration statement shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, that the Company shall not for sale pursuant any such purpose, be required to Rule 144(k(A) qualify to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 12(j), it is not then so qualified, (B) subject itself to taxation in any such jurisdiction, or (C) take any successor provisionaction which would subject it to consent to general or unlimited service of process not then so subject. (E) Use its commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with or in approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities. (F) Immediately notify each seller of Registrable Securities covered by such registration statement, at any time when a single transaction pursuant prospectus relating thereto is required to Rule 144(e) (or any successor provision) be delivered under the Securities Act Act, of 1933the happening of any event which comes to the Company’s attention if as a result of such event the prospectus included in such registration statement, as amended (then in effect, includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the "SECURITIES ACT") or (iii) statements made therein, in the second anniversary light of the date that circumstances under which they were made, not misleading and at the Registration Statement is declared effective. The Company agrees to provide to each Holder request of any such seller, deliver a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the final Shelf purchasers of such Registrable Securities, such prospectus shall not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (G) Otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and make available to its security holders, in each case as soon as practicable, an earnings statement covering a period of at least 12 months, beginning with the first month 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 satisfy the provisions of Section 11(a) of the Securities Act including, at the option of the Company, Rule 158 thereunder. (H) Use its commercially reasonable efforts to cause all such Registrable Securities to be listed on such national securities exchange as may be reasonably requested by the Requesting Stockholders, and if any similar securities issued by the Company are then listed on any securities exchanges, to also list all such Registrable Securities on such securities exchanges, and enter into such customary agreements including a listing application and indemnification agreement in customary form, provided, that the applicable listing requirements are satisfied, and to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement no later than the effective date of such registration statement. (I) Use its commercially reasonable efforts to obtain a “cold comfort” letter from the independent public accountants for the Company in customary form and covering matters of the type customarily covered by such letters as may be reasonably requested by the Requesting Stockholders, in the event of a Registration Statement effected pursuant to Section 12(a), or by the holders of a majority of the Registrable Securities covered by such registration statement, in the event of any other Registration. (J) Execute and deliver all instruments and documents (including in an underwritten offering an underwriting agreement in customary form) and take such other actions and obtain such certificates and opinions as sellers of a majority of the Registrable Securities being sold reasonably request in order to effect an underwritten public offering of such Registrable Securities. The Company may require each holder of Registrable Securities as to which any Registration is being effected to furnish to the Company such information regarding such holder and the Prospectus and distribution of such Registrable Securities as the Company may from time to time reasonably request in writing in connection with effecting such offering. (ii) Each holder of Registrable Securities will, upon receipt of any amendments notice from the Company of the happening of any event of the kind described in Section 12(j)(i)(F), forthwith discontinue disposition of the Registrable Securities pursuant to the registration statement covering such Registrable Securities until such holder’s receipt of the copies of the supplemented or supplements theretoamended prospectus contemplated by Section 12(j)(i)(F), and, if so directed by the Company, such holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such holder’s possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice.

Registration Procedure. The Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 3.1(c) and 3.2 hereof, if the Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a “Registration Notice”) informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered being referred to herein as the “Registrable Securities”). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least fifteen (15) Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a “Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement (prior to the filing of which the Company shall have given ten (10) Business Days notice to the Holder) and related prospectus that the Company then has on file with the Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT"a “New Registration Statement”) that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each the Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENT" “Registration Statement” and "PROSPECTUS" “Prospectus” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder’s Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference. Each .) The Holder agrees to provide in a timely manner information regarding the proposed distribution by such the Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, Statement or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective“Act”). The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from the Holder, include all of Holder’s Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder’s Registration Rights pursuant to this Section 3, Holder agrees that it will respond within ten (10) Business Days to any request by the Company to provide or verify information regarding Holder or Holder’s Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. The Unless such Registrable Shares are not subject to registration rights pursuant to Section 2 above, then subject to Sections 3.1(c) and 3.2 hereof, SC1:3536809.8 if the Holder desires to exercise Registration Rights with respect to such Registrable Shares, the Holder shall deliver to the Company will a written notice (a “Registration Notice”) informing the Company of such exercise and specifying the number of Registrable Shares to be offered by such the Holder. Such notice may be given at any time and from time to time on or after the first date the Holder shall receive NRF Shares pursuant to the Exchange Agreement in the case of NRF Shares issued pursuant to the Exchange Agreement or at any time after such NRF Shares have become vested and no longer subject to forfeiture if initially issued under the Restricted Stock Agreement. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Shares to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with the Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3 with respect to such Registrable Shares that have been included on a Shelf Registration Statement), shall cause to be filed with the Securities and Exchange Commission as soon as reasonably practicable after receiving the Registration Notice (but in any event within 60 days after the "SEC"receipt thereof) within six (6) months of the date of this Agreement a shelf registration statement and related prospectus that shall include the Registrable Shares that are the subject of the Registration Notice and, at the election of the Company, may include any or all NRF Shares issued under the Restricted Stock Agreement and obtainable upon exchange pursuant to the Exchange Agreement (in which event the "SHELF REGISTRATION STATEMENT"Company shall be deemed to have satisfied its registration obligation under this Section 3 with respect to such NRF Shares if all such NRF Shares are included in the Registration Statement) (a “New Registration Statement”) that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each the Holder of the Holders of such Holder's Registrable SecuritiesShares, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicablereasonably practicable (and in any event within 120 days after the receipt of a Registration Notice with respect thereto). As used herein, "REGISTRATION STATEMENT" “Registration Statement” and "PROSPECTUS" “Prospectus” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy the Holder’s Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference. Each The Holder agrees to provide in writing in a timely manner information regarding the proposed plan of distribution by such the Holder of such Holder's the Registrable Securities Shares and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their the Registrable Securities Shares registered under the Registration Statement, Statement is consummated or (ii) the date on which all of the Registrable Securities Shares then held by the Holder are eligible for sale without regard to volume, manner of sale or other restrictions pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision144(b)(1) under the Securities Act of 1933Act. Notwithstanding the foregoing, as amended (the "SECURITIES ACT") or (iii) Company may at any time, in its sole discretion and prior to receiving any Registration Notice from the second anniversary Holder, include all of the date that the Holder’s NRF Shares or any portion thereof in any Shelf Registration Statement. In connection SC1:3536809.8 with any Registration Statement is declared effective. The utilized by the Company to satisfy the Holder’s Registration Rights pursuant to this Section 3, the Holder agrees that it will respond in writing within seven calendar days to any request by the Company to provide or verify information regarding the Holder or the Holder’s Registrable Shares as may be required to each Holder a reasonable number of copies be included in such Registration Statement pursuant to the rules and regulations of the final Shelf Registration Statement and the Prospectus and any amendments or supplements theretoCommission.

Registration Procedure. The Unless such Redemption Shares are included at the time of issuance in an Issuer Registration Statement as provided in Section 2 above, then subject to Sections 3.1(c) and 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least sixty (60) days prior to the date on which the Holder desires to consummate of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission (the "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the a "SHELF REGISTRATION STATEMENTNew Registration Statement") that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each such Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference). Each Holder Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the forty-sixth (46th) day following commencement of the offering contemplated therein (provided, that the forty-five (45) day period will be extended one day for each day that the Company suspends the offering pursuant to its rights in Section 3.2 hereof) or, if sooner, the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, Statement and (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) the second anniversary of the date that the Registration Statement is declared effective). The Company agrees to provide to each exercising Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from any Holder, include all of any Holder's Redemption Shares or any portion thereof in any Registration Statement (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3.1(a)). In connection with any Registration Statement utilized by the Company to satisfy the Registration Rights pursuant to this Section 3, each Holder agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that it will (i) respond within five (5) Business Days to any written request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related Prospectus. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland.

Registration Procedure. The Whenever the Holders have requested that any Registrable Securities be included in a Piggyback Registration pursuant to Section 7.2 hereof or the Company will cause undertakes a registration of securities pursuant to be filed its obligations under Section 7.3 hereof, the Company will, subject to the provisions hereof, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will: (a) prepare and file with the SEC a registration statement (a “Registration Statement”) with respect to such Registrable Securities and Exchange Commission (the "SEC") within six (6) months of the date of this Agreement a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities and Other Registrable Securities covered by such Registration Statement copies of all such documents proposed to be filed); (b) prepare and file with the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" such amendments and "PROSPECTUS" refer supplements to the Shelf such Registration Statement and related the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period of not less than 180 days; provided, however, that (including i) such 180 day period shall be extended for a period of time equal to the period that the Holders refrain from selling any preliminary prospectus), including securities included in any documents incorporated therein by reference. Each Holder agrees to provide underwritten registration at the request of the managing underwriters; and (ii) in a timely manner information regarding the proposed distribution by such Holder case of such Holder's any registration of Registrable Securities and which are intended to be offered on a continuous or delayed basis, such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts 180 day period shall be extended, if necessary, to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their such Registrable Securities registered are sold, provided that Rule 415, or any successor rule, under the Securities Act, then permits such an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment then permit, in lieu of filing a post-effective amendment which (I) includes any prospectus required by Section 10(a)(3) of the Securities Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, (iithe incorporation by reference in the Registration Statement of information otherwise required to be included in such a post-effective amendment that is contained in periodic reports filed pursuant to Section 13 or 15(d) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Exchange Act of 19331934, as amended (the "SECURITIES ACT"“Exchange Act”); and comply with the 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 each Holder included therein such number of copies of such Registration Statement, each amendment and supplement thereto, the prospectus included in such Registration Statement (including each preliminary prospectus) and such other documents as such holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder; (d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such U.S. state jurisdictions as any Holder thereof reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder (provided that the Company will 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 subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction); (e) notify each Holder of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the second anniversary Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein, in the context in which they were made, not misleading, and, at the request of any such Holder, promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in the context in which they were made, not misleading; (f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; (g) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date that of such Registration Statement; (h) enter into such customary agreements (including, in the case of underwritten offerings, underwriting agreements in customary form with the managing underwriter(s) approved by the Company) and take all such other actions as the Holders of a majority of the Registrable Securities and Other Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities and Other Registrable Securities (including, without limitation, effecting a stock split or a combination of shares); (i) make available for inspection by any Holder, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such registration statement; (j) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in connection with such registration, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement is declared effective. The Company agrees to provide to each Holder a reasonable number Statement, which earnings statement shall satisfy the provisions of copies Section 11(a) of the final Shelf Securities Act and Rule 158 promulgated thereunder; (k) permit any Holder of Registrable Securities, that is or might reasonably be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such Registration Statement and to require the Prospectus insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included therein; (l) in the event of the issuance of any amendments stop order suspending the effectiveness of the Registration Statement, or supplements theretoof any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such Registration Statement for sale in any U.S. jurisdiction, use its reasonable best efforts promptly to obtain the withdrawal of such order; (m) use its reasonable best efforts to cause such Registrable Securities covered by such Registration Statement to be registered with or approved by such other U.S. federal or state governmental agencies or authorities as may be necessary to enable the holders thereof to consummate the disposition of such Registrable Securities; and (n) obtain a “cold comfort” letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the holders of a majority of the Registrable Securities and Other Registrable Securities being sold reasonably request. If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company and if such Holder is a controlling person of the Company, such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder and presented to the Company in writing, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder; provided, that with respect to this clause (ii) such Holder shall furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company.

Registration Procedure. The Subject to Sections 1.1(c) and 1.2 ---------------------- hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale by Holder (such shares being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") within six as soon as reasonably practicable (6but no later than 30 days) months of after receiving the date of this Agreement Registration Notice a shelf new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "SHELF REGISTRATION STATEMENTAct") (a "New Registration Statement"), that complies as to form in all material respects with applicable SEC rules providing for the offer and sale by each Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectusprospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) the second anniversary provided that Rule 144 is then available for offers and sales of the date that the Registration Statement is declared effectiveRegistrable Securities by Holder. The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto.

Registration Procedure. The Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 3.1(c) and 3.2 hereof, if the Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a “Registration Notice”) informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered being referred to herein as the “Registrable Securities”). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least fifteen (15) Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a “Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement (prior to the filing of which the Company shall have given ten (10) Business Days notice to the Holder) and related prospectus that the Company then has on file with the Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT"a “New Registration Statement”) that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each the Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENT" “Registration Statement” and "PROSPECTUS" “Prospectus” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder’s Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference.) Upon receipt of a Registration Notice, the Company will provide notice to each permitted assignee of the Holder that holds Redemption Shares and with respect to which it has not already satisfied its registration obligation of its receipt of the Registration Notice and its obligations (such notice, a “Company Notice”). Each other holder of Redemption Shares shall have ten (10) days from the mailing of the Company Notice to such holder to provide to the Company notice of its intention to include all, but not less than all, of its Registrable Securities in a Registration Statement (such other holder, a “Piggyback Holder” and together with the Holder, the “Selling Holders”). In no event may a Registration Notice be delivered more than once in any calendar year but there shall be no other limit on the number of Registration Notices delivered or registrations effected pursuant to this Section 3.1. The Holder agrees to provide in a timely manner information regarding the proposed distribution by such the Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Selling Holders consummate the sale of all of their the Registrable Securities registered under the Registration Statement, Statement or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective“Act”). The Company agrees to provide to each Selling Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from the Holder, include all of Holder’s Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder’s Registration Rights pursuant to this Section 3, Holder agrees that it will respond within ten (10) Business Days to any request by the Company to provide or verify information regarding Holder or Holder’s Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. The Unless such Redemption Shares have been included in the filing of an Issuer Registration Statement as provided in Section 2 hereof, then, subject to Sections 3.1(c) and 3.2 hereof, either Holder may deliver to the Company, at any time after the last date on which an Issuer Registration Statement may be filed as provided in Section 2 hereof, a written notice (a "Registration Notice") informing the Company of its desire to have the Redemption Shares underlying its Units registered for sale (such Redemption Shares, together with all additional shares of Common Stock which may be issued in the future upon redemption of any remaining Units held by such Holder, referred to herein as the "Registrable Securities"); provided, however, that if the Redemption Shares have been included in the Issuer Registration Statement and the Issuer Registration Statement has not been declared effective by the Commission within ninety (90) days after the original filing date or the Company is unable to keep such Issuer Registration Statement effective until such time as the Holder no longer owns any Units, such Holder shall be entitled to exercise the rights provided under this Section 3.1. Upon receipt of the Registration Notice, if the Company has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (the "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), then the Company will cause to be filed with the Securities and Exchange Commission as soon as reasonably practicable after receiving the Registration Notice, but in no event more than sixty (the "SEC"60) within six (6) months days following receipt of the date of this Agreement such notice, a shelf new registration statement and related prospectus (the "SHELF REGISTRATION STATEMENTNew Registration Statement") that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each the Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best good faith efforts to cause such Shelf the New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), including whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, including, in each case, any documents incorporated therein by reference. Each Holder .) Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best good faith efforts to keep the Registration Statement continuously effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which that is two (2) years after the Holders consummate the sale date of all effectiveness of their Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities held by the Holders are eligible for immediate sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to under Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act") ), or (iii) the second anniversary date on which the Holders consummate the sale of all of the date that Registrable Securities. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving a Registration Notice from either Holder, include all of any Holder's Registrable Securities or any portion thereof in any shelf Registration Statement is declared effective. The (in which event the Company agrees shall be deemed to provide have satisfied its registration obligation under this Section 3.1(a), with respect to each Holder a reasonable number the Registrable Securities so included, so long as such shelf Registration Statement remains effective and not the subject of copies any stop order, injunction or other order of the final Shelf Registration Statement and the Prospectus and any amendments or supplements theretoCommission).

Registration Procedure. The Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 3.1(c) and 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "Redemption Notice") informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least fifteen (15) Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with the Commission (the "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the a "SHELF REGISTRATION STATEMENTNew Registration Statement") that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each the Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) the second anniversary of the date that the Registration Statement is declared effective). The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Redemption Notice from any Holder, include all of Holder's Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, Holder agrees that it will respond within five (5) Business Days to any request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. The Unless such Redemption Shares have been included in the filing of an Issuer Registration Statement as provided in Section 2 hereof, then, subject to Sections 3.1(c) and 3.2 hereof, the Holders may deliver to the Company, at any time after the last date on which an Issuer Registration Statement may be filed as provided in Section 2 hereof, a written notice (a “Registration Notice”) informing the Company of their desire to have the Redemption Shares underlying their Units registered for sale (such Redemption Shares, together with all additional shares of Common Stock which may be issued in the future upon redemption of any remaining Units held by the Holders, referred to herein as the “Registrable Securities”); provided, however, that if the Redemption Shares have been included in the Issuer Registration Statement and the Issuer Registration Statement has not been declared effective by the SEC within ninety (90) days after the original filing date or the Company is unable to keep such Issuer Registration Statement effective until such time as the Holders no longer owns any Units, the Holders shall be entitled to exercise the rights provided under this Section 3.1. Upon receipt of the Registration Notice, if the Company has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), then the Company will cause to be filed with the Securities and Exchange Commission as soon as reasonably practicable after receiving the Registration Notice, but in no event more than sixty (the "SEC"60) within six (6) months days following receipt of the date of this Agreement such notice, a shelf new registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT"“New Registration Statement”) that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each of the Holders of such Holder's the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf the New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENT" “Registration Statement” and "PROSPECTUS" “Prospectus” refer to the Issuer Registration Statement and related prospectus (including any preliminary prospectus), the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), including whichever is utilized by the Company to satisfy Holders’ Registration Rights pursuant to this Agreement, including, in each case, any documents incorporated therein by reference. Each Holder .) Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement continuously effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which that is two (2) years after the Holders consummate the sale date of all effectiveness of their Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities Redemption Shares held by the Holders are eligible for immediate sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to under Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") “Securities Act”), or (iii) the second anniversary date on which the Holders consummate the sale of all of the date that Redemption Shares. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving a Registration Notice from the Holders, include all of the Holders’ Redemption Shares in any shelf Registration Statement is declared effective. The (in which event the Company agrees shall be deemed to provide to each Holder a reasonable number have satisfied its registration obligation under this Section 3.1(a) so long as such shelf Registration Statement remains effective and not the subject of copies any stop order, injunction or other order of the final Shelf Registration Statement and the Prospectus and any amendments or supplements theretoCommission).

Registration Procedure. The Unless such Redemption Shares have been included in the filing of an Issuer Registration Statement as provided in Section 2 hereof, then, subject to Sections 3.1(c) and 3.2 hereof, any Holder may deliver to the Company, at any time after the last date on which an Issuer Registration Statement may be filed as provided in Section 2 hereof, a written notice (a “Registration Notice”) informing the Company of its desire to have the Redemption Shares underlying its Units registered for sale (such Redemption Shares, together with all additional shares of Common Stock which may be issued in the future upon redemption of any remaining Units held by such Holder, referred to herein as the “Registrable Securities”); provided, however, that if the Redemption Shares have been included in the Issuer Registration Statement and the Issuer Registration Statement has not been declared effective by the Commission within ninety (90) days after the original filing date or the Company is unable to keep such Issuer Registration Statement effective until such time as the Holder no longer owns any Units, such Holder shall be entitled to exercise the rights provided under this Section 3.1. Upon receipt of the Registration Notice, if the Company has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), then the Company will cause to be filed with the Securities and Exchange Commission as soon as reasonably practicable after receiving the Registration Notice, but in no event more than sixty (the "SEC"60) within six (6) months days following receipt of the date of this Agreement such notice, a shelf new registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT"“New Registration Statement”) that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each such Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf the New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENT" “Registration Statement” and "PROSPECTUS" “Prospectus” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), including whichever is utilized by the Company to satisfy Holder’s Registration Rights pursuant to this Section 3, including, in each case, any documents incorporated therein by reference. Each Holder .) Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement continuously effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which that is two (2) years after the Holders consummate the sale date of all effectiveness of their Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities Redemption Shares held by the Holder are eligible for immediate sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to under Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") “Securities Act”), or (iii) the second anniversary date on which the Holder consummates the sale of all of the date that Redemption Shares. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving a Registration Notice from any Holder, include all of any Holder’s Redemption Shares or any portion thereof in any Registration Statement is declared effective. The (in which event the Company agrees shall be deemed to provide to each Holder a reasonable number have satisfied its registration obligation under this Section 3.1(a) so long as such shelf Registration Statement remains effective and not the subject of copies any stop order, injunction or other order of the final Shelf Registration Statement and the Prospectus and any amendments or supplements theretoCommission).

Registration Procedure. The In the case of each registration effected by the Company pursuant to this Section 1, the Company will cause keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Company will use its best efforts to: (a) Keep such registration effective for a period of one hundred twenty (120) days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however that (i) such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (i) and (ii) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement; (b) Prepare and file with the Securities Commission such amendments and Exchange Commission (the "SEC") within six (6) months of the date of this Agreement a shelf supplements to such registration statement and related the prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with such registration statement as may be necessary to comply with the preparation provisions of and for inclusion in the Registration Statement. The Company agrees (subject Securities Act with respect to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale disposition of all securities covered by such registration statement; (c) Furnish such number of their prospectuses and other documents incident thereto, including a preliminary prospectus and any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (d) Notify each seller of Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities are eligible for sale pursuant covered by such registration statement at any time when a prospectus relating thereto is required to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) be delivered under the Securities Act of 1933the happening of any event as a result of which the prospectus included in such registration statement, as amended (then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the "SECURITIES ACT") statements therein not misleading or (iii) incomplete in the second anniversary light of the date that circumstances then existing, and at the Registration Statement is declared effective. The Company agrees request of any such seller, prepare and furnish to provide to each Holder such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the final Shelf purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing; (e) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (f) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (g) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement Statement.' which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; (h) In connection with any underwritten offering pursuant to a registration statement filed pursuant to Section 1.2 hereof the Company will enter into an underwriting agreement reasonably necessary to effect the offer and sale of Common Stock, provided such underwriting agreement contains customary underwriting provisions and provided further that if the Prospectus underwriter so requests, the underwriting agreement will contain customary contribution provision; and (i) Furnish, at the request of a majority in interest of Holders participating in the registration, on the date that such Registered Securities are delivered to the underwriters for sale, or if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion dated as of such date, of the counsel representing the Company for purposes of such registration, in a form and any amendments or supplements theretosubstance as is customarily provided to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of Holders requesting registration, addressed to the underwriters, if any, and Holders and (ii) a letter dated as of such date from the independent public accountants of the Company in form and substance as is customarily provided to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders, addressed to the underwriters, if any, and, if permitted, by applicable accounting standards, the Holders requesting registration.

Registration Procedure. The Subject to Sections 1.1(c) and 1.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be offered by Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") within six (6) months of as soon as reasonably practicable after receiving the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the a "SHELF REGISTRATION STATEMENTNew Registration Statement") that complies as to form in all material respects with applicable SEC rules providing for the sale by each Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) the second anniversary of the date that the Registration Statement is declared effective). The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto.

Registration Procedure. The Unless such Redemption Shares have been included in the filing of an Issuer Registration Statement as provided in Section 2 hereof, then, subject to Sections 3.1(c) and 3.2 hereof, any Holder may deliver to the Company, at any time after the last date on which an Issuer Registration Statement may be filed as provided in Section 2 hereof, a written notice (a “Registration Notice”) informing the Company of its desire to have the Redemption Shares underlying its Units registered for sale (such Redemption Shares, together with all additional shares of Common Stock which may be issued in the future upon redemption of any remaining Units held by such Holder, referred to herein as the “Registrable Securities”); provided, however, that if the Redemption Shares have been included in the Issuer Registration Statement and the Issuer Registration Statement has not been declared effective by the Commission within ninety (90) days after the original filing date or the Company is unable to keep such Issuer Registration Statement effective until such time as the Holder no longer owns any Units, such Holder shall be entitled to exercise the rights provided under this Section 3.1. Upon receipt of the Registration Notice, if (i) the Company has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), and (ii) the Company has satisfied or intends to satisfy the redemption right exercised by the Holder by issuing Redemption Shares, then the Company will cause to be filed with the Securities and Exchange Commission as soon as reasonably practicable after receiving the Registration Notice, but in no event more than sixty (the "SEC"60) within six (6) months days following receipt of the date of this Agreement such notice, a shelf new registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT"“New Registration Statement”) that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each the Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best good faith efforts to cause such Shelf the New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENT" “Registration Statement” and "PROSPECTUS" “Prospectus” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), including whichever is utilized by the Company to satisfy Holder’s Registration Rights pursuant to this Section 3, including, in each case, any documents incorporated therein by reference. Each Holder .) Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best good faith efforts to keep the Registration Statement continuously effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which that is two (2) years after the Holders consummate the sale date of all effectiveness of their Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities held by the Holders are eligible for immediate sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to under Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") “Securities Act”), or (iii) the second anniversary date on which the Holders consummate the sale of all of the date that Registrable Securities. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving a Registration Notice from any Holder, include all of any Holder’s Registrable Securities or any portion thereof in any shelf Registration Statement is declared effective. The (in which event the Company agrees shall be deemed to provide have satisfied its registration obligation under this Section 3.1(a), with respect to each Holder a reasonable number the Registrable Securities so included, so long as such shelf Registration Statement remains effective and not the subject of copies any stop order, injunction or other order of the final Shelf Registration Statement and the Prospectus and any amendments or supplements theretoCommission).

Registration Procedure. The Subject to the terms and conditions of this Agreement, the Company will cause use its reasonable best efforts to effect the registration and the sale of the Registrable Securities elected to be filed included therein by the Holders thereof pursuant to the subject Registration Statement, and in connection therewith the Company will: (a) prepare and file with the Securities SEC the Registration Statement and Exchange Commission (the "SEC") within six (6) months of the date of this Agreement a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such Registration Statement copies of all such documents proposed to be filed); (b) prepare and file with the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" such amendments and "PROSPECTUS" refer supplements to the Shelf such Registration Statement and related the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period of not less than 180 days; provided, however, that (including i) such 180 day period shall be extended for a period of time equal to the period that the Holders refrain from selling any preliminary prospectus), including securities included in any documents incorporated therein by reference. Each Holder agrees to provide underwritten registration at the request of the managing underwriters; and (ii) in a timely manner information regarding the proposed distribution by such Holder case of such Holder's any registration of Registrable Securities and which are intended to be offered on a continuous or delayed basis, such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts 180 day period shall be extended, if necessary, to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their such Registrable Securities registered are sold, provided that Rule 415, or any successor rule, under the Securities Act, then permits such an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment then permit, in lieu of filing a post-effective amendment which (I) includes any prospectus required by Section 10(a)(3) of the Securities Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, (iithe incorporation by reference in the Registration Statement of information otherwise required to be included in such a post-effective amendment that is contained in periodic reports filed pursuant to Section 13 or 15(d) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Exchange Act of 19331934, as amended (the "SECURITIES ACT") or (iii) “Exchange Act”); and comply with the second anniversary provisions of the date that Securities Act with respect to the disposition of all securities covered by theRegistration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in the Registration Statement is declared effective. The Company agrees to provide Statement; (c) furnish to each Holder a reasonable included therein such number of copies of the final Shelf Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including each preliminary prospectus) and such other documents as such holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder; (d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such U.S. state jurisdictions as any Holder thereof reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder (provided that the Company will 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 subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction); (e) notify each Holder of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein, in the context in which they were made, not misleading, and, at the request of any such Holder, promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in the context in which they were made, not misleading; (f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; (g) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such Registration Statement; (h) make available for inspection by any Holder, any attorney, accountant or other agent retained by any such holder, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, attorney, accountant or agent in connection with the Registration Statement; (i) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in connection with such registration, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; (j) permit any Holder of Registrable Securities, that is or might reasonably be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of the Registration Statement and to require the Prospectus insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included therein; (k) in the event of the issuance of any amendments stop order suspending the effectiveness of the Registration Statement, or supplements theretoof any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in the Registration Statement for sale in any U.S. jurisdiction, use its reasonable best efforts promptly to obtain the withdrawal of such order; (l) use its reasonable best efforts to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other U.S. federal or state governmental agencies or authorities as may be necessary to enable the holders thereof to consummate the disposition of such Registrable Securities; and (m) obtain a “cold comfort” letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the holders of a majority of the Registrable Securities being sold reasonably request. If the Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company and if such Holder is a controlling person of the Company, such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder and presented to the Company in writing, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder; provided, that with respect to this clause (ii) such Holder shall furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company.

Registration Procedure. The (i) If and whenever the Company will is required to effect or cause the Registration of any Registrable Securities pursuant to be filed this Section 12, the Company will, as expeditiously as possible: (A) Prepare in cooperation with the Securities sellers (and, in the event of an underwritten public offering, with the underwriter(s)), and Exchange Commission (file with the "SEC") within six (6) months of , in a manner consistent with the date provisions of this Agreement Section 12, a shelf registration statement with respect to such Registrable Securities on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate as the case may be, and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to which form in all material respects with applicable SEC rules providing shall be available for the sale by each of the Holders Registrable Securities in accordance with the intended methods of such Holder's Registrable Securitiesdistribution thereof, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement registration statement to be declared effective by become and remain effective; provided, that before filing with the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related a registration statement or prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective. The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto, the Company will (i) furnish to one counsel selected by the Requesting Stockholders, in the event of a Registration effected pursuant to Section 12(a), or selected by the holders of a majority of the Registrable Securities covered by such registration statement, in the event of any other Registration, copies of all such documents proposed to be filed, which documents will be subject to the timely review of such counsel, and (ii) notify each holder of Registrable Securities covered by such registration statement 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 one hundred twenty (120) days or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the ninety (90) day period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable) and comply with the 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 seller or sellers thereof set forth in such registration statement. (C) Furnish to each holder of Registrable Securities covered by the registration statement and to each underwriter, if any, of such Registrable Securities, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such registration statement (including each preliminary prospectus), and such other documents, as such Person may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities owned by such holder. (D) Use its commercially reasonable efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as any holder, and underwriter, if any, of 20. Registrable Securities covered by such registration statement shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, that the Company shall not for any such purpose, be required to (A) qualify to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 12(j), it is not then so qualified, (B) subject itself to taxation in any such jurisdiction, or (C) take any action which would subject it to consent to general or unlimited service of process not then so subject.

Registration Procedure. The Subject to Sections 1.1(c) and 1.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be offered by Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") within six (6) months of as soon as reasonably practicable after receiving the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the a "SHELF REGISTRATION STATEMENTNew Registration Statement") that complies as to form in all material respects with applicable SEC rules providing for the sale by each Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) the second anniversary of the date that the Registration Statement is declared effective). The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto.

Registration Procedure. The (a) Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 3.1(c) and 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least fifteen (15) Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with the Commission (the "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the a "SHELF REGISTRATION STATEMENTNew Registration Statement") that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each the Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) the second anniversary of the date that the Registration Statement is declared effective). The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. The Company shall, to the extent applicable, notify Holder promptly and, if requested by such Holder, confirm such notification in writing: (A) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (B) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (C) if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (D) of the happening of any event during the period a Registration Statement is effective the result of which is that such Registration Statement or the related Prospectus contains any 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, in light of the circumstances under which they were made (in the case of the Prospectus), not misleading. If the Company notifies Holder of the occurrence of any such event, such Holder agrees, as a consequence of the inclusion of any of such Holder's Registrable Securities in the Registration Statement, to suspend as soon as possible the use of the Prospectus until the requisite changes to the Prospectus have been made. In addition, the Company shall, to the extent applicable: (i) take every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement as soon as reasonably practicable; (ii) use its best efforts to cause all Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; and (iii) use its reasonable efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable Holder to consummate the disposition of such Registrable Securities. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from any Holder, include all of Holder's Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, Holder agrees that it will respond within five (5) Business Days to any request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. The Unless such Redemption Shares are included at the time of issuance in an Issuer Registration Statement as provided in Section 2 above, then subject to Sections 3.1(c) and 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a “Registration Notice”) informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered being referred to herein as the “Registrable Securities”). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least sixty (60) days prior to the date on which the Holder desires to consummate of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT"a “New Registration Statement”) that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each such Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENT" “Registration Statement” and "PROSPECTUS" “Prospectus” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder’s Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference). Each Holder Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the forty-sixth (46th) day following commencement of the offering contemplated therein (provided, that the forty-five (45) day period will be extended one day for each day that the Company suspends the offering pursuant to its rights in Section 3.2 hereof) or, if sooner, the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, Statement and (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective“Act”). The Company agrees to provide to each exercising Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from any Holder, include all of any Holder’s Redemption Shares or any portion thereof in any Registration Statement (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3.1(a)). In connection with any Registration Statement utilized by the Company to satisfy the Registration Rights pursuant to this Section 3, each Holder agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that it will (i) respond within five (5) Business Days to any written request by the Company to provide or verify information regarding Holder or Holder’s Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related Prospectus. As used in this Agreement, a “Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland.

Registration Procedure. The Whenever the holders of Registrable Securities have requested that any Registrable Securities be included in a Piggyback Registration pursuant to Section 4.2 hereof, the Company will cause shall, subject to be filed the provisions hereof, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall: (a) prepare and file with the SEC a registration statement (a “Registration Statement”) with respect to such Registrable Securities and Exchange Commission (the "SEC") within six (6) months of the date of this Agreement a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities and Other Registrable Securities covered by such Registration Statement copies of all such documents proposed to be filed); (b) prepare and file with the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" such amendments and "PROSPECTUS" refer supplements to the Shelf such Registration Statement and related the prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company used in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts therewith as may be necessary to keep the such Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier earliest of (i) two years after the effective date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, or (ii) such time as the date on which Registrable Securities become eligible for resale by non-affiliates pursuant to Rule 144(k) promulgated under the Securities Act or any other rule of similar effect, or (iii) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement, but in no event for a period of less than 180 days; provided, however, that such 180 day period shall be extended for a period of time equal to the period that each Holder of Registrable Securities refrains from selling any securities included in any underwritten registration at the request of the managing underwriters; and comply with the 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 each Holder of Registrable Securities included therein such number of copies of such Registration Statement, each amendment and supplement thereto, the prospectus included in such Registration Statement (including each preliminary prospectus) and such other documents as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder; (d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such U.S. state jurisdictions as each Holder thereof reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder (provided that the Company will 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 subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction); (e) notify each Holder of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein, in the context in which they were made, not misleading, and, at the request of any such Holder, promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in the context in which they were made, not misleading; (f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are eligible then listed; (g) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such Registration Statement; (h) enter into such customary agreements (including, in the case of underwritten offerings, underwriting agreements in customary form with the managing underwriter(s) approved by the Company, but not including any lock-up provision with respect to the Shares) and take all such other actions as the holders of a majority of the Registrable Securities and Other Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities and Other Registrable Securities; (i) make available for inspection by each Holder of such Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by such Holder, underwriter, attorney, accountant or agent in connection with such registration statement; (j) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in connection with such registration, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; (k) permit each Holder of Registrable Securities, that is or might reasonably be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such Registration Statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included therein; (l) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such Registration Statement for sale pursuant in any U.S. jurisdiction, use its reasonable best efforts promptly to Rule 144(kobtain the withdrawal of such order; (m) use its reasonable best efforts to cause such Registrable Securities covered by such Registration Statement to be registered with or approved by such other U.S. federal or state governmental agencies or authorities as may be necessary to enable the holders thereof to consummate the disposition of such Registrable Securities; (or any successor provisionn) or obtain a “cold comfort” letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the holders of a single transaction pursuant majority of the Registrable Securities and Other Registrable Securities being sold reasonably request; and (o) to Rule 144(e) (or any successor provision) the extent required under the Securities Act of 1933and the rules and regulations promulgated thereunder, in each case as amended (interpreted by the "SECURITIES ACT") or (iii) the second anniversary Staff of the date that SEC under currently operative no-action letters, in order for a Broker-Dealer Holder (as defined infra) to resell any Registrable Securities pursuant to the Registration Statement, include in the “Plan of Distribution” section of the Prospectus (as defined below) contained in the Registration Statement a statement to the effect that any Holder which is declared effectivea broker or dealer registered under the Exchange Act (“Broker-Dealer”) and which is a Broker-Dealer Holder, may sell such Registrable Securities pursuant to the Registration Statement. The Company agrees Such “Plan of Distribution” section shall also contain all other information with respect to provide such sales by such Broker-Dealer that the SEC may require in order to each Holder permit such sales pursuant thereto, but such “Plan of Distribution” section shall not name any such Broker-Dealer or disclose the amount of Registrable Securities held by such Broker-Dealer, except to the extent required under the Securities Act or the rules and regulations promulgated thereunder, or by the SEC. For purposes of this Section 4.4(o), “Broker-Dealer Holder” means a reasonable number Holder, which is a Broker-Dealer and which holds Registrable Securities that were acquired for its account as a result of copies of the final Shelf Registration Statement and the Prospectus and any amendments market-making activities or supplements theretoother trading activities.

Registration Procedure. The In connection with the Company’s registration obligations hereunder, the Company will cause shall: (a) Not less than three (3) Trading Days prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto, furnish to the selling Holder or Holders copies of all such documents proposed to be filed (other than those incorporated by reference). Notwithstanding the foregoing, the Company shall not be required to furnish to the Holders any prospectus supplement being prepared and filed solely to name new or additional selling securityholders unless any such Holder is named in such prospectus supplement. The Company shall duly consider in good faith any comments made by a Holder and received by the Company not later than two (2) Trading Days prior to the filing of the Registration Statement, but shall not be required to accept any such comments to which it reasonably objects. (b) Subject to Section 2.5(c), (i) prepare and file with the SEC such amendments, including post-effective amendments, to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period and Exchange Commission (prepare and file with the "SEC") within six (6) months SEC such additional Registration Statements in order to register for resale under the Securities Act all of the date Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the SEC with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible provide each selling Holder true and complete copies of this Agreement all correspondence from and to the SEC relating to such Registration Statement that pertains to such Holder as a shelf registration statement selling stockholder but not any comments that would result in the disclosure to such Holder of material and related prospectus non-public information concerning the Company; and (the "SHELF REGISTRATION STATEMENT"iv) that complies as to form comply in all material respects with applicable SEC rules providing for the sale provisions of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable Securities covered by each of Registration Statement. (c) Notify the Holders as promptly as reasonably possible (and, in the case of (i)(A) below, not less than three (3) Trading Days prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day: (i)(A) when a Prospectus or any prospectus supplement (but only to the extent notice is required under Section 2.2(a) above) or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the SEC notifies the Company whether there will be a “review” of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement and whenever the SEC comments in writing on such Registration Statement (in which case the Company shall provide true and complete copies thereof and all written responses thereto to be each Holder that pertain to such Holder as a selling stockholder or to the Plan of Distribution, but not information which the Company reasonably believes would constitute material and non-public information concerning the Company); and (C) with respect to each Registration Statement or any post-effective amendment, when the same has been declared effective effective; (ii) of any request by the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer or any other Federal or state governmental authority for amendments or supplements to the Shelf a Registration Statement and related prospectus or Prospectus or for additional information that pertains to a Holder as a selling stockholder or the Plan of Distribution; (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding iii) of the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested issuance by the Company in connection with SEC of any stop order suspending the preparation effectiveness of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the a Registration Statement effective and free of material misstatements covering any or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included or incorporated by reference in a Registration Statement ineligible for inclusion or incorporation by reference therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will 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 (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading; and (vi) of the occurrence or existence of any pending development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided, that any and all of such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by such Holder is required by law; provided, further, that notwithstanding such Holder’s agreement to keep such information confidential, such Holder makes no acknowledgment that any such information is material, non-public information. (d) Use commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (e) Furnish to the selling Holder, without charge, at least one (1) conformed copy of each Registration Statement and each amendment thereto and all exhibits (including financial statements and schedules) to the extent reasonably requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the SEC; provided, that the Company shall have no obligation to provide any document pursuant to this clause that is available on the EXXXX system. (f) Promptly deliver to the selling Holder, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request. Subject to Section 2.5(c), the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by the selling Holder in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (g) Use commercially reasonable efforts to register or qualify (or obtain an exemption from such registration or qualification of) such Registrable Securities for offer and sale under the securities or Blue Sky laws of those jurisdictions within the United States as such Holder reasonably requests in writing to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statements; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or subject the Company to any material tax in any such jurisdiction where it is not then so subject. (h) Cooperate with the selling Holder to facilitate the timely delivery of the Registrable Securities in book-entry form to a transferee pursuant to the Registration Statements, free, to the extent permitted by the Purchase Agreement and under Law, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such name as such Holder may request. (i) Upon the occurrence of any event contemplated by Section 2.2(c)(v), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the effected Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading. (j) If required by the FINRA Corporate Financing Department or any similar entity, promptly effect a filing with FINRA pursuant to FINRA Rule 5110 with respect to the public offering contemplated by resales of securities under the Registration Statement (an “Issuer Filing”), and pay the filing fee required by such Issuer Filing. (k) Following expiration of the Lock-Up Term, if requested by the selling Holder, the Company shall use its reasonable efforts to engage an underwriter (or to cooperate with such Holder’s engagement of an underwriter) with respect to the sale of the Registrable Securities under the Registration Statement and in connection therewith: (i) enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of the Underwritten Offering pursuant to which such Registrable Securities are eligible for being offered; (ii) use commercially reasonable efforts to obtain: (A) at the time of effectiveness of the Registration Statement covering such Registrable Securities, a “cold comfort letter” from the Company’s independent certified public accountants covering such matters of the type customarily covered by “cold comfort letters” as the underwriters may reasonably request; and (B) at the time of any underwritten sale pursuant to Rule 144(k) (or any successor provision) or in such Registration Statement, a single transaction pursuant to Rule 144(e) (or any successor provision) under “bring-down comfort letter,” dated as of the Securities Act date of 1933such sale, from the Company’s independent certified public accountants covering such matters of the type customarily covered by “bring-down comfort letters” as amended (the "SECURITIES ACT") or underwriters may reasonably request; (iii) in connection with any Underwritten Offering, use commercially reasonable efforts to obtain an opinion or opinions addressed to the second anniversary of underwriter or underwriters in customary form and scope from counsel for the date that Company; and (iv) use commercially reasonable efforts to participate, to the extent requested by the managing underwriter, in efforts extending for no more than two (2) days scheduled by such managing underwriter and reasonably acceptable to the Company’s senior management, to sell the Registrable Securities being offered pursuant to such Required Registration Statement is declared effective. The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto(including participating during such period in customary “roadshow” meetings with prospective investors).

Registration Procedure. The Unless such Redemption Shares are included at the time of issuance in an Issuer Registration Statement as provided in Section 2 hereof, then, subject to Sections 3.1(c) and 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a “Registration Notice”) informing the Company of such exercise and specifying the number of Redemption Shares to be registered by the Company (such shares to be registered being referred to herein as the “Registrable Securities”). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement. Upon receipt of the Registration Notice, if (i) the Company has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), and (ii) the Company has satisfied or intends to satisfy the redemption right exercised by the Holder by issuing Redemption Shares, then the Company will cause to be filed with the Securities and Exchange Commission as soon as reasonably practicable after receiving the Registration Notice, but in no event more than sixty (the "SEC"60) days following receipt of such notice (or five (5) days following receipt of such notice, if such notice is provided within six thirty (630) months of days after the date of this Agreement hereof), a shelf new registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT"“New Registration Statement”) that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each such Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf the New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENT" “Registration Statement” and "PROSPECTUS" “Prospectus” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), including whichever is utilized by the Company to satisfy Holder’s Registration Rights pursuant to this Section 3, including, in each case, any documents incorporated therein by reference. Each Holder .) Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement continuously effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which that is two (2) years after the Holders consummate the sale date of all effectiveness of their Registrable Securities registered under the Registration Statement; provided, however, that if it is a Shelf Registration Statement, the two (2) years shall commence on the date the Company issues the Redemption Shares, (ii) the date on which all of the Registrable Securities Redemption Shares held by the Holder are eligible for immediate sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") “Securities Act”), or (iii) the second anniversary date on which the Holder consummates the sale of all of the date that Registrable Securities registered under the Registration Statement. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving a Registration Notice from any Holder, include all of any Holder’s Redemption Shares or any portion thereof in any Registration Statement is declared effective. The (in which event the Company agrees shall be deemed to provide to each Holder a reasonable number have satisfied its registration obligation under this Section 3.1(a) so long as such shelf Registration Statement remains effective and not the subject of copies any stop order, injunction or other order of the final Shelf Registration Statement and the Prospectus and any amendments or supplements theretoCommission).

Registration Procedure. The Company will cause Whenever required under this ---------------------- Agreement to be filed with effect the Securities and Exchange Commission (the "SEC") within six (6) months registration of the date of this Agreement a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's any Registrable Securities, the Company shall, as expeditiously as reasonable practicable: (a) Prepare and agrees (subject file with the SEC a new Registration Statement with respect to Section 1.2 hereof) to such Registrable Securities and use its commercially reasonable best efforts to cause such Shelf Registration Statement registration statement to be declared effective by the SEC as soon as practicable. As used hereinbecome effective, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by keep such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements for up to 90 days or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which such shorter period as shall be required to sell all of the Registrable Securities are eligible covered by such Registration Statement (except as provided in Section 3); provided, however, that if such Registration Statement is on Form S-3 and related to a distribution by the Holders on a delayed or continuous basis other than by means of an underwriting, the Company shall keep such Registration Statement effective for sale pursuant one year following the initial date of effectiveness thereof; provided further that no Registration Statement need remain in effect after all Registrable Securities covered thereby have been sold. (b) Prepare and file with the SEC such amendments and supplements to Rule 144(k) (or any successor provision) or such Registration Statement and the prospectus used in a single transaction pursuant connection with such Registration Statement as may be necessary to Rule 144(e) (or any successor provision) under comply with the provisions of the Securities Act with respect to the disposition of 1933all securities covered by such Registration Statement. (c) Furnish to the Holders of Registrable Securities to be registered, without charge, such number of copies of a prospectus, including a preliminary prospectus, and any amendment or supplement thereto as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective. The Company agrees to provide to each Holder they may reasonably request and a reasonable number of copies of the final Shelf then-effective Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference). (d) Promptly after the Prospectus filing of any document that is to be incorporated by reference into a Registration Statement or prospectus, provide copies of such document to the Holders of Registrable Securities covered thereby and any amendments underwriter. (e) Use its reasonable best efforts to register and qualify the securities covered by such Registration Statement under such other securities or supplements theretoblue sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided, however, that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions where it would not otherwise be required to so qualify to do business or consent to service of process or subject itself to taxation in any such jurisdiction. (f) Cooperate with the Holders of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (g) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering, with such terms and conditions as the Company and the underwriter(s) may agree. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (h) Notify each Holder of Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (i) Cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation system on which shares of the Company's Common Stock are then listed. If any of such shares are not so listed, the Company shall cause such shares to be listed on such securities exchange or automated quotation system as may be reasonably requested by the Holders of a majority of the Registrable Securities being registered. (j) In the case of an underwritten public offering, furnish, at the request of any Holder requesting registration pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, (A) an opinion of counsel representing the Company for the purposes of such registration, and (B) a letter from independent certified public accountants of the Company, in each case to be dated such date and to be in form and substance as is customarily given by counsel or independent certified public accountants, as the case may be, to underwriters in an underwritten public offering, addressed to the underwriters. (k) Permit a representative of any Holder of Registrable Securities, any underwriter participating in any disposition pursuant to such registration, and any attorney or accountant retained by such Holder or underwriter, to participate, at each person's own expense, in the preparation of the Registration Statement, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such registration; provided, however, that, if requested by the Company, such representatives, underwriters, attorneys or accountants enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information. Notwithstanding the foregoing, the Company may delay, suspend or withdraw any registration or qualification of Registrable Securities required pursuant to this Agreement for a period not exceeding 120 days if the Company shall in good faith determine that any such registration would adversely affect a public or private offering or contemplated offering of any securities of the Company or any other anticipated or contemplated material corporate event. In addition, the Company shall not be required to register Registrable Securities within twelve months after the effective date of a Registration Statement referred to in Section 3 pursuant to which the Holders were afforded the opportunity to register Registrable Securities.

Registration Procedure. The Company will cause to be filed with the Securities and Exchange Commission (the "SEC") within six (6) months of the date of Section 5.1. Whenever required under this Agreement a shelf to effect the registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's any Registrable Securities, the Company shall, as expeditiously as reasonably practicable: (i) Prepare and agrees (subject file with the SEC as soon as practicable the requisite Registration Statement with respect to Section 1.2 hereof) to such Registrable Securities and use its commercially reasonable best efforts to cause such Shelf Registration Statement to be become effective as promptly as practicable, and keep such Registration Statement continuously effective for at least (x) in the case of a Shelf Registration Statement, two (2) years (subject to the following proviso) from the date such Shelf Registration is declared effective by the SEC as soon as practicable. As used herein(the "Shelf Effectiveness Period"); PROVIDED, "REGISTRATION STATEMENT" and "PROSPECTUS" refer HOWEVER, that such two (2) year time period shall be extended for a period of time equal to the Shelf length of any Blackout or Demand Prohibition pursuant to Section 5.2 hereof or any Holder Lockup Period pursuant to Section 13.2 hereof or any discontinuance period pursuant to Section 6.2 hereof, and (y) in the case of a registration pursuant to Section 3.1 hereof, one hundred twenty (120) calendar days; PROVIDED, however, that no Registration Statement need remain effective after all Registrable Securities covered thereby have been sold and the confirmation of sale and prospectus delivery requirements of the Securities Act and applicable state securities or blue sky laws have been effected. (ii) Furnish to each Holder and to any underwriter, before filing with the SEC, copies of any Registration Statement (including all exhibits) and any prospectus forming a part thereof and any amendments and supplements thereto (including all documents incorporated or deemed incorporated by reference therein prior to the effectiveness of such Registration Statement and related prospectus (including any each preliminary prospectus, any summary prospectus or any term sheet (as such term is used in Rule 434(e) under the Securities Act)) and any other Rule 424 Prospectus, including any which documents, other than documents incorporated therein or deemed incorporated by reference, will be subject to the review of the Holders and any such underwriter for a period of at least two business days. Each The Company shall not file any such Registration Statement or such prospectus or any amendment or supplement to such Registration Statement or prospectus to which any Holder agrees or any such underwriter shall reasonably object within two business days after the receipt thereof. A Holder or such underwriters, if any, may only object to provide in such filing if the Registration Statement, amendment, prospectus or supplement, as applicable, as proposed to be filed, contains a timely manner information regarding material misstatement or omission. (iii) Prepare and file with the proposed distribution by SEC such Holder of such Holder's Registrable Securities amendments and such other information reasonably requested by supplements to the Company applicable Registration Statement, prospectus, prospectus supplement and/or the Rule 424 Prospectus used in connection with the preparation of and for inclusion in the such Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts Statement and/or Takedown, as may be necessary to keep the such Registration Statement effective and free to comply with the provisions of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act with respect to the disposition of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the all securities covered by such Registration Statement is declared effective. The Company agrees or to provide be disposed of in such Takedown. (iv) Furnish to the Holders of Registrable Securities to be registered and to any underwriter, without charge, such number of copies of a prospectus, including each Holder preliminary prospectus, summary prospectus or term sheet, and any amendment or supplement thereto as they may, from time to time, reasonably request and a reasonable number of copies of the final Shelf then-effective Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference). (v) To the Prospectus extent practicable, promptly prior to the filing of any document that is to be incorporated by reference into any Registration Statement or prospectus forming a part thereof subsequent to the effectiveness thereof, and in any event no later than the date such document is filed with the SEC, provide copies of such document to the Holders of Registrable Securities covered thereby and any underwriter and make representatives of the Company available for discussion of such document and other customary due diligence matters, and include in such document prior to the filing thereof such information as any Holder or any such underwriter may reasonably request. (vi) Use its reasonable best efforts (x) to register and qualify the securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders, (y) to keep such registration or qualification in effect for so long as the applicable Registration Statement remains in effect, and (z) to take any other action which may be reasonably necessary or advisable to enable such Holders to consummate the disposition in such jurisdictions of the securities to be sold by such Holders; PROVIDED, however, that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions where it would not otherwise be required to so qualify to do business or consent to service of process or subject itself to taxation in any such jurisdiction. (vii) Use its reasonable best efforts to cause all Registrable Securities covered by such Registration Statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the Holders of Registrable Securities to enable the Holders thereof to consummate the disposition of such Registrable Securities. (viii) Cooperate with the Holders of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (ix) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering, with such terms and conditions as the Company, the Holders and the underwriter(s) may reasonably agree, including customary indemnification and contribution obligations of the type contemplated by Article 9 hereof. The Company agrees to cause the participation by senior management of the Company in such meetings with and presentations (including the provision of all customary information in connection therewith) to investors, analysts, investment banking firms and other institutions as are usual and customary in connection with the public offering of registered securities by companies similar to the Company. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; provided, that no Holder shall be required to make any representation concerning information in a Registration Statement that is more broad than the information for which such Holder has agreed to provide indemnity under Section 9.2. (x) Promptly notify each Holder of Registrable Securities covered by a Registration Statement (A) upon discovery that, or upon the happening of any event as a result of which, the prospectus forming a part of such Registration Statement, as then in effect, includes 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, in light of the circumstances under which they were made, not misleading, (B) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of proceedings for that purpose, (C) of any request by the SEC for (1) amendments to such Registration Statement or any document incorporated or deemed to be incorporated by reference in any such Registration Statement, (2) supplements theretoto any prospectus forming a part of such Registration Statement or (3) additional information, or (D) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and at the request of any such Holder promptly prepare, file with the SEC and other required agency, and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary or take other action so that, as applicable, (a) as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (b) such stop order is lifted at the earliest possible time, or the proceedings that might otherwise lead to a stop order are terminated at the earliest practicable time, (c) such request by the SEC is satisfied, or (d) such suspension is lifted at the earliest possible time. (xi) Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any such registration, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction. (xii) If requested by any Initiating Holder, or any underwriter, promptly incorporate in such Registration Statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the Initiating Holder and any underwriter may reasonably request to have included therein, including information relating to the "plan of distribution" of the Registrable Securities, information with respect to the principal amount or number of shares of Registrable Securities being sold to such underwriter, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering and make all required filings of any such prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such prospectus supplement or post-effective amendment. (xiii) Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning after the effective date of such Registration Statement, which earnings statement shall satisfy the provision of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder. (xiv) Provide promptly to the Holders upon request any document filed by the Company with the SEC pursuant to the requirements of Section 13 and Section 15 of the Exchange Act. (xv) Cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation system on which shares of the Common Stock is then listed. If any of such shares are not so listed, the Company shall cause such shares to be listed on the securities exchange or automated quotation system as may be reasonably requested by the Holders of a majority of the Registrable Securities being registered. (xvi) Furnish to the Holders, at the request of any Holder participating in a registration pursuant to this Agreement, (A) an opinion of counsel representing the Company for the purposes of such registration addressed to such Holder and dated the date of the closing under the underwriting agreement, if any, or the date of effectiveness of the Registration Statement if such registration is not an underwritten offering, and (B) if such accountant will render such letter to such Holders, a "comfort" letter from independent certified public accountants of the Company who have certified the Company's financial statements included in such registration with respect to events included in and subsequent to the date of such financial statements, in each case to be dated such date and to be in form and substance as is customarily given by counsel or independent certified public accountants, as the case may be, to underwriters in an underwritten public offering, addressed to the underwriters. (xvii) Permit a representative of any Holder of Registrable Securities, any underwriter participating in any disposition pursuant to such registration, and any attorney or accountant retained by such Holder or underwriter, to participate, at each Person's own expense, in the preparation of the Registration Statement or Rule 424 Prospectus, as applicable, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such registration; PROVIDED, HOWEVER, that such representatives, underwriters, attorneys or accountants enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information. (xviii) Promptly notify the Holders and any underwriter when any Registration Statement filed pursuant to this Agreement is declared effective. Section 5.2. Notwithstanding anything to the contrary in this Agreement, upon the receipt of a Demand request pursuant to Section 3.1 (or, if any such registration transaction is pending, at any time prior to the actual commencement of the `road show' for such offering, and if a road show is not to be utilized, at any time prior to the printing of preliminary prospectuses for such offering, and if no preliminary prospectuses are to be utilized, then prior to the pricing of such offering), the Company may delay or suspend any Demand registration (or withdraw any pending Demand registration, if such a withdrawal is required by the SEC, provided, that if a registration is withdrawn, then at the end of the applicable Blackout period, the Company shall effect a new Demand Registration pursuant to the terms of this Agreement for such offering, which shall not be deemed to utilize a Demand right), and at any time during the effectiveness of such Shelf Registration the Company may suspend sales under such Shelf Registration Statement, in either case for a period not exceeding one hundred and twenty (120) calendar days (each, a "Blackout") if: (i) the Company intends in good faith to raise capital or commence the process to raise capital in the capital markets within such Blackout period; PROVIDED that this basis for a Blackout may be utilized only during the period of five (5) business days or seven (7) calendar days (whichever is longer) after the Company receives the applicable Demand request pursuant to Section 3.1, or (ii) if the Company in its good faith judgment determines that such registration would adversely affect any other contemplated material corporate event (including without limitation, requiring the premature disclosure of such event); PROVIDED that there shall be no more than three (3) Blackouts during any two (2) year period. In addition to the above Blackout rights, no request for a Demand may be submitted to the Company (and if so submitted, such Demand shall be rejected by the Company) during each and any of the following periods: (i) beginning on the date of filing with the SEC by the Company of any registration statement under the Securities Act covering Common Stock (including without limitation registrations on Form S-4 related to business combinations, but excluding registrations on Form S-8 and registrations pursuant to Rule 415, including without limitation those relating to dividend reinvestment programs), and ending at the closing or termination of the offering or other transaction contemplated by such registration statement (each such period, a "Demand Prohibition").

Registration Procedure. The Company will cause to be filed with the Securities and Exchange Commission (the "SEC") within six (6) months of the date of Whenever required under this Agreement a shelf to effect the registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's any Registrable Securities, the Company shall, as expeditiously as reasonably practicable: (a) Prepare and agrees (subject file with the SEC a new Registration Statement with respect to Section 1.2 hereof) to such Registrable Securities and use its commercially reasonable best efforts to cause such Shelf Registration Statement registration statement to be declared effective by the SEC as soon as practicable. As used hereinbecome effective, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by keep such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements for up to 90 days or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which such shorter period as shall be required to sell all of the Registrable Securities are eligible covered by such Registration Statement (except as provided in Section 2); provided, however, that if such Registration Statement is on Form S-3 and relates to a distribution by the Holders on a delayed or continuous basis other than by means of an underwriting, the Company shall keep such Registration Statement effective for sale pursuant the maximum period permitted for such Registration Statement; provided further that no Registration Statement need remain in effect after all Registrable Securities covered thereby have been sold. (b) Prepare and file with the SEC such amendments and supplements to Rule 144(k) (or any successor provision) or such Registration Statement and the prospectus used in a single transaction pursuant connection with such Registration Statement as may be necessary to Rule 144(e) (or any successor provision) under comply with the provisions of the Securities Act with respect to the disposition of 1933all securities covered by such Registration Statement. (c) Furnish to the Holders of Registrable Securities to be registered, without charge, such number of copies of a prospectus, including a preliminary prospectus, and any amendment or supplement thereto as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective. The Company agrees to provide to each Holder they may reasonably request and a reasonable number of copies of the final Shelf then-effective Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference). (d) Promptly after the Prospectus filing of any document that is to be incorporated by reference into a Registration Statement or prospectus, provide copies of such document to the Holders of Registrable Securities covered thereby and any amendments underwriter. (e) Use its reasonable best efforts to register and qualify the securities covered by such Registration Statement under such other securities or supplements theretoblue sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided, however, that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions where it would not otherwise be required to so qualify to do business or consent to service of process or subject itself to taxation in any such jurisdiction. (f) Cooperate with the Holders of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (g) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering, with such terms and conditions as the Company and the underwriter(s) may agree. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (h) Notify each Holder of Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (i) Cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation system on which shares of the Company's Common Stock is then listed. If any of such shares are not so listed, the company shall cause such shares to be listed on the securities exchange or automated quotation system as may be reasonably requested by the Holders of a majority of the Registrable Securities being registered. (j) In the case of an underwritten public offering, furnish, at the request of any Holder requesting registration pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, (A) an opinion of counsel representing the Company for the purposes of such registration, and (B) a letter from independent certified public accountants of the Company, in each case to be dated such date and to be in form and substance as is customarily given by counsel or independent certified public accountants, as the case may be, to underwriters in an underwritten public offering, addressed to the underwriters. (k) Permit a representative of any Holder of Registrable Securities, any underwriter participating in any disposition pursuant to such registration, and any attorney or accountant retained by such Holder or underwriter, to participate, at each person's own expense, in the preparation of the Registration Statement, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such registration; provided, however, that such representatives, underwriters, attorneys or accountants enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information. Notwithstanding the foregoing, the Company may delay, suspend or withdraw any registration or qualification of Registrable Securities required pursuant this Agreement for a period not exceeding 120 days if the Company shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of any securities of the Company or any other contemplated material corporate event. In addition, the Company shall not be required to register Registrable Securities within 12 months after the effective date of a Registration Statement referred to in Section 2 pursuant to which the Holders were afforded the opportunity to register Registrable Securities.

Registration Procedure. The Subject to Sections 1.1(c) and 1.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale by Holder (such shares being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") within six as soon as reasonably practicable (6but no later than 30 days) months of after receiving the date of this Agreement Registration Notice a shelf new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "SHELF REGISTRATION STATEMENTAct") (a "New Registration Statement"), that complies as to form in all material respects with applicable SEC rules providing for the offer and sale by each Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectusprospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A), whichever is utilized by the Company to satisfy Holder"s Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) the second anniversary provided that Rule 144 is then available for offers and sales of the date that the Registration Statement is declared effectiveRegistrable Securities by Holder. The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto.

Registration Procedure. In the case of each registration effected by ---------------------- the Company pursuant to this Agreement, the Company will keep each Holder advised in writing as to the initiation of such registration and as to the completion thereof. The Company will cause to be filed will: (a) Prepare and file with the Securities and Exchange Commission (the "SEC") within six (6) months of the date of this Agreement a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies such amendments and supplements as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's Registrable Securities, may be necessary and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement registration statement to be declared become and remain effective by for at least 90 days or until the SEC as soon as practicable. As used hereindistribution described in the registration statement has been completed, "REGISTRATION STATEMENT" and "PROSPECTUS" refer whichever first occurs; (b) Furnish to the Shelf Registration Statement Holders participating in such registration and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which all underwriters of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective. The Company agrees to provide to each Holder a securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final Shelf Registration Statement prospectus and such other documents as such underwriters may reasonably request in order to facilitate the Prospectus and any public offering of such securities; (c) Before filing the registration statement or prospectus or amendments or supplements thereto, furnish to one counsel selected by the holders of Registrable Securities copies of such documents proposed to be filed which shall be subject to the reasonable approval of such counsel; (d) Furnish to each Holder who is selling Registrable Securities in a registration pursuant to this Agreement (i) an opinion of counsel for the Company, dated the effective date of the registration statement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included in the registration statement, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants' letter) with respect to events subsequent to the date of the financial statements, as are customarily covered (at the time of such registration) in opinions of the Company's counsel and in accountants' letters delivered to the underwriters in underwritten public offering of securities; (e) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed.

Registration Procedure. The Company If and whenever Patterson is required by the provisions of Section 13 to effect the rexxxxxxxxxn of any Registerable Securities under the Securities Act, Patterson will, subject to the other provisions of Section 13; providex xxxx xxch registration will cause include a "Plan of Distribution" section covering sales in ordinary market transactions and typical hedging transactions: a) as expeditiously as reasonably practicable, prepare and file with the Commission the registration statement in which such Registerable Securities are to be filed included and seek to cause such registration statement to become and remain effective; b) as expeditiously as reasonably practicable, prepare and file with the Securities Commission such amendments and Exchange Commission (the "SEC") within six (6) months of the date of this Agreement a shelf supplements to such registration statement and related the prospectus (used in connection therewith as may be necessary to keep such registration statement effective and to comply with the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each provisions of the Securities Act in accordance with the intended method of distribution set forth in such registration statement; c) as expeditiously as reasonably practicable, furnish to Holders who have Registerable Securities covered by such registration statement such number of copies of prospectuses and preliminary documents as such Holder may reasonably request, in order to facilitate the public sale of such Holder's Registrable Registerable Securities; provided, and agrees (however, that the obligation of Patterson to deliver copies of prospectuses or preliminary prxxxxxxxxxs to a Holder shall be subject to Section 1.2 hereofthe receipt by Patterson of reasonable assurances from such Holder that such Xxxxxx xill comply with the applicable provisions of the Securities Act and of such other securities laws as may be applicable in connection with any use by such Holder of any prospectuses or preliminary prospectuses; d) to as expeditiously as practicable, use its commercially reasonable best efforts to cause register or qualify the Registerable Securities covered by such Shelf Registration Statement registration statement under such other securities laws or such United States jurisdictions as Holders who have Registerable Securities covered by such registration statement shall reasonably request (considering the nature and size of the offering) and do any and all other acts and things that may be necessary or desirable to enable such Holder to consummate the public sale or other disposition in such jurisdictions of such Registerable Securities; provided, however, that Patterson shall not be required to qualify to transact business as a xoreign corporation in any jurisdiction in which it would otherwise not be required to be declared effective so qualified or to take any action that would subject it to general service of process in any jurisdiction in which it is not then so subject or subject it to franchise or other taxes in any state or jurisdiction in which it is not then so subject to taxes; e) bear all Registration Expenses (as defined below) in connection with all registrations hereunder; provided, however, that all Selling Expenses (as defined below) and all fees and disbursements of counsel for any Holder in connection with each registration pursuant to Section 13 shall be borne by such Holder. Expenses incurred by Patterson in complying with Section 13, including: (i) all rexxxxxxxxxn and filing fees; (ii) all printing expenses; (iii) all fees and disbursements of counsel for Patterson; (iv) all blue sky fees and expenses; and (v) all fxxx xxx xxpenses of accountants for Patterson, are herein referred to as "Registration Expenses". Xxx xxxxrwriting fees and discounts and brokerage and selling commissions relating to Registerable Securities to be registered for any Holder and fees and expenses of the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" counsel for such Holder and "PROSPECTUS" refer any other costs (other than Registration Expenses) applicable to the Shelf Registration Statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution sales by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject any such registration are herein referred to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTSelling Expenses") or (iii) the second anniversary of the date that the Registration Statement is declared effective. The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto.

Registration Procedure. The Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 3.1(c) and 3.2 hereof, if the Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a “Registration Notice”) informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered being referred to herein as the “Registrable Securities”). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, whether to redeem Redemption Units or Series F-1 Preferred Units, but must be given at least fifteen (15) Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a “Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement (prior to the filing of which the Company shall have given ten (10) Business Days notice to the Holder) and related prospectus that the Company then has on file with the Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT"a “New Registration Statement”) that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each the Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENT" “Registration Statement” and "PROSPECTUS" “Prospectus” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder’s Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference. Each .) The Holder agrees to provide in a timely manner information regarding the proposed distribution by such the Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, Statement or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective“Act”). The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from the Holder, include all of Holder’s Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder’s Registration Rights pursuant to this Section 3, Holder agrees that it will respond within ten (10) Business Days to any request by the Company to provide or verify information regarding Holder or Holder’s Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. The Unless such Redemption Shares are included at the time of issuance in an Issuer Registration Statement as provided in Section 2 above, then subject to Sections 3.1 (c) and 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a “Registration Notice”) informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered being referred to herein as the “Registrable Securities”). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least sixty (60) days prior to the date on which the Holder desires to consummate of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT"a “New Registration Statement”) that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each such Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENT" “Registration Statement” and "PROSPECTUS" “Prospectus” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder’s Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference). Each Holder Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the forty-sixth (46th) day following commencement of the offering contemplated therein (provided, that the forty-five (45) day period will be extended one day for each day that the Company suspends the offering pursuant to its rights in Section 3.2 hereof) or, if sooner, the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, Statement and (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective“Act”). The Company agrees to provide to each exercising Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from any Holder, include all of any Holder’s Redemption Shares or any portion thereof in any Registration Statement (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3.1(a)). In connection with any Registration Statement utilized by the Company to satisfy the Registration Rights pursuant to this Section 3, each Holder agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that it will (i) respond within five (5) Business Days to any written request by the Company to provide or verify information regarding Holder or Holder’s Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related Prospectus. As used in this Agreement, a “Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland.

Registration Procedure. The Unless such Redemption Shares are included at the time of issuance in an Issuer Registration Statement as provided in Section 2 above, then subject to Sections 3.1(c) and 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least sixty (60) days prior to the date on which the Holder desires to consummate of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission (the "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the a "SHELF REGISTRATION STATEMENTNew Registration Statement") that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each such Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference. Each Holder .) Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the forty-sixth (46th) day following commencement of the offering contemplated therein (provided, that the forty-five (45) day period will be extended one day for each day that the Company suspends the offering pursuant to its rights in Section 3.2 hereof) or, if sooner, the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, Statement and (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) the second anniversary of the date that the Registration Statement is declared effective). The Company agrees to provide to each exercising Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from any Holder, include all of any Holder's Redemption Shares or any portion thereof in any Registration Statement (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3.1(a)). In connection with any Registration Statement utilized by the Company to satisfy the Registration Rights pursuant to this Section 3, each Holder agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that it will (i) respond within five (5) Business Days to any written request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related Prospectus. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland.

Registration Procedure. The Company will cause to be filed with the Securities and Exchange Commission (the "SEC") within six (6) months of the date of Section 4.1 Whenever required under this Agreement a shelf to effect the registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's any Registrable Securities, the Company shall, as expeditiously as reasonably practicable: (i) Prepare and agrees (subject file with the SEC as soon as practicable a new Registration Statement with respect to Section 1.2 hereof) to such Registrable Securities and use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. As used hereinbecome effective, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf keep such Registration Statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees continuously effective for up to provide in a timely manner information regarding the proposed distribution by 135 days or such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject shorter period as shall be required to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which sell all of the Registrable Securities are eligible for sale pursuant covered by such Registration Statement; provided, however, that no Registration Statement need remain in effect after all Registrable Securities covered thereby have been sold. In no event shall the Company be required to Rule 144(kundertake or cause a shelf registration. (ii) Furnish to each Holder, and to any underwriter before filing with the SEC, copies of any Registration Statement (including all exhibits) and any prospectus forming a part thereof and any amendments and supplements thereto (including all documents incorporated or deemed incorporated by reference therein prior to the effectiveness of such Registration Statement and including each preliminary prospectus, any summary prospectus or any successor provision) or term sheet (as such term is used in a single transaction pursuant to Rule 144(e) (or any successor provision) 434 under the Securities Act Act)) and any other prospectus filed under Rule 424 under the Securities Act, which documents, other than documents incorporated or deemed incorporated by reference, will be subject to the review of 1933the Holders and any such underwriter for a period of at least five business days, and the Company shall not file any such Registration Statement or such prospectus or any amendment or supplement to such Registration Statement or prospectus to which any Holder or any such underwriter shall reasonably object within five business days after the receipt thereof; a Holder or such underwriters, if any, shall be deemed to have reasonably objected to such filing only if the Registration Statement, amendment, prospectus or supplement, as amended (the "SECURITIES ACT") applicable, as proposed to be filed, contains a material misstatement or omission. (iii) Prepare and file with the second anniversary SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the date that Securities Act with respect to the disposition of all securities covered by such Registration Statement is declared effective. The Company agrees Statement. (iv) Furnish to provide the Holders of Registrable Securities to be registered and to any underwriter, without charge, such number of copies of a prospectus, including each Holder preliminary prospectus, summary prospectus or term sheet, and any amendment or supplement thereto as they may, from time to time, reasonably request and a reasonable number of copies of the final Shelf then- effective Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference). (v) To the Prospectus extent practicable, promptly prior to the filing of any document that is to be incorporated by reference into any Registration Statement or prospectus forming a part thereof subsequent to the effectiveness thereof, and in any event no later than the date such document is filed with the SEC, provide copies of such document to the Holders of Registrable Securities covered thereby and any underwriter and make representatives of the Company available for discussion of such document and other customary due diligence matters, and include in such document prior to the filing thereof such information as any Holder or any such underwriter may reasonably request. (vi) Use its reasonable best efforts (x) to register and qualify the securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders, (y) to keep such registration or qualification in effect for so long as the applicable Registration Statement remains in effect, and (z) to take any other action which may be reasonably necessary or advisable to enable such Holders to consummate the disposition in such jurisdictions of the securities to be sold by such Holders; provided, however, that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions where it would not otherwise be required to so qualify to do business or consent to service of process or subject itself to taxation in any such jurisdiction. (vii) Use its reasonable best efforts to cause all Registrable Securities covered by such Registration Statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the Holders of Registrable Securities to enable the Holders thereof to consummate the disposition of such Registrable Securities; (viii) Cooperate with the Holders of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. (ix) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering, with such terms and conditions as the Company, the Holders and the underwriter(s) may agree. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (x) Promptly notify each Holder of Registrable Securities covered by a Registration Statement (A) upon discovery that, or upon the happening of any event as a result of which, the prospectus forming a part of such Registration Statement, as then in effect, includes 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, in light of the circumstances under which they were made, not misleading, (B) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of proceedings for that purpose, (C) of any request by the SEC for (1) amendments to such Registration Statement or any document incorporated or deemed to be incorporated by reference in any such Registration Statement, (2) supplements theretoto the prospectus forming a part of such Registration Statement or (3) additional information, or (D) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and at the request of any such Holder promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xi) Use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any such registration, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction; (xii) If requested by any Initiating Holder, or any underwriter, promptly incorporate in such Registration Statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as the Initiating Holder and any underwriter may reasonably request to have included therein, including, without limitation, information relating to the "plan of distribution" of the Registrable Securities, information with respect to the principal amount or number of shares of Registrable Securities being sold to such underwriter, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering and make all required filings of any such prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; (xiii) Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning after the effective date of such Registration Statement, which earnings statement shall satisfy the provision of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; (xiv) Provide promptly to the Holders upon request any document filed by the Company with the SEC pursuant to the requirements of Section 13 and Section 15 of the Exchange Act; (xv) Cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation system on which shares of the Common Stock is then listed. If any of such shares are not so listed, the Company shall cause such shares to be listed on the securities exchange or automated quotation system as may be reasonably requested by the Holders of a majority of the Registrable Securities being registered. (xvi) Furnish to the Holders, at the request of any Holder requesting registration pursuant to this Agreement, (A) an opinion of counsel representing the Company for the purposes of such registration addressed to such Holder and dated the date of the closing under the underwriting agreement, if any, or the date of effectiveness of the Registration Statement if such registration is not an underwritten offering, and (B) a "comfort" letter from independent certified public accountants of the Company who have certified the Company's financial statements included in such registration with respect to events included in and subsequent to the date of such financial statements, in each case to be dated such date and to be in form and substance as is customarily given by counsel or independent certified public accountants, as the case may be, to underwriters in an underwritten public offering, addressed to the underwriters. (xvii) Permit a representative of any Holder of Registrable Securities, any underwriter participating in any disposition pursuant to such registration, and any attorney or accountant retained by such Holder or underwriter, to participate, at each person's own expense, in the preparation of the Registration Statement, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such registration; provided, however, that such representatives, underwriters, attorneys or accountants enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information. (xviii) To the extent practicable, promptly prior to the filing of any document that is to be incorporated by reference into any Registration Statement or prospectus forming a part thereof subsequent to the effectiveness thereof, and in any event no later than the date such document is filed with the SEC, provide copies of such document to the Holders, if requested, and to any underwriter and make representatives of the Company available for discussion of such document and other customary due diligence matters, and include in such document prior to the filing thereof such information as any Holder or any such underwriter reasonably may request. Notwithstanding the foregoing, the Company may delay, suspend or withdraw any registration or qualification of Registrable Securities required pursuant to this Agreement for a period not exceeding 90 days if the Company shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of any securities of the Company or any other contemplated material corporate event; provided that (i) the duration of any such discontinuance together with any delay, suspension or withdrawal effected pursuant to Article 5 hereof may not exceed 90 days in the aggregate in any period of 12 consecutive months and (ii) the Company may not impose such a suspension or a postponement pursuant to this Article 4 following the printing and distribution of a preliminary prospectus in any underwritten public offering of Registrable Securities (except such suspension, not to exceed fifteen days, which results from an event that is not within the reasonable control of the Company). In addition, the Company shall not be required to register Registrable Securities within six months after the effective date of a Registration Statement referred to in Article 3 pursuant to which the Holders were afforded the opportunity to register the disposition of all of the Registrable Securities sought to be registered thereby.

Registration Procedure. The Company will cause to be filed effect the registration and the sale of such Registrable Securities in accordance with the provisions of this Agreement, and pursuant thereto the Company will, as expeditiously as possible but subject to the terms hereof: (a) Prepare and file with the SEC a Registration Statement with respect to such Registrable Securities on such appropriate and Exchange Commission legally available form as the Company in its discretion shall elect (the "SECRegistration Statement") within six (6) months of the date of this Agreement a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in use all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared become effective by the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf within 30 days of any request for a Demand Registration (provided that before filing a Registration Statement and related or prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective. The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto, the Company will furnish to the counsel selected and paid for by HP copies of all such documents proposed to be filed). Notwithstanding anything in this Agreement, the Note or the Note Purchase Agreement to the contrary, if the Registration Statement does not become effective within thirty (30) days of a request for a Demand Registration, and if the conversion was the result of the Company's exercise of its conversion rights pursuant to Section 6(b) of the Note, the Company's election to convert outstanding Obligations under the Note, as provided for therein, which conversion has given rise to said request for Demand Registration, shall be ineffective, and the Obligations (as defined in the Note) which the Company had sought to convert shall be reinstated as if the Company had not elected to convert pursuant to the terms of the Note; (b) Prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith (the "Prospectus") as may be necessary to keep such Registration Statement effective for a period of not less than one hundred and eighty (180) days from the effective date of the Registration Statement and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period; (c) Furnish HP such number of copies of such Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus) and such other documents as HP may reasonably request in order to facilitate the disposition of the Registrable Securities; (d) Use all commercially reasonable efforts to register or qualify such Registrable Securities under the securities or blue sky laws of such states and the District of Columbia as HP reasonably requests and do any and all other acts and things which may be reasonably or advisable to enable HP to consummate the disposition in such states and the District of Columbia of the Registrable Securities owned by HP (provided that the Company will 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 subsection (d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction); (e) Notify HP of the happening of any event of which the Company becomes aware, as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and the Company will prepare a supplement or amendment to the Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (f) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; (g) Otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; and (h) In the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Common Stock included in such Registration Statement for sale in any jurisdiction, the Company will use all commercially reasonable efforts promptly to obtain the withdrawal of such order.

Registration Procedure. The Company will cause to be filed with keep the Securities and Exchange Commission (the "SEC") within six (6) months of the date of this Agreement a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies Underwriter advised in writing as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under registration statement, in addition to the Registration Statement, registering shares of Common Stock pursuant to this Agreement, any prospectus supplement or post effective amendment to the Registration Statement and as to the effectiveness thereof. At its expense, the Company will use its reasonable best efforts to: (iia) Permit the date on Underwriter and a single firm of counsel, initially Xxxxxxx Xxxx & Xxxxx LLP or such other counsel as thereafter designated as Underwriter's counsel by the Underwriter, to review and comment upon any registration statement registering shares of Common Stock pursuant to this Agreement and all amendments and supplements thereto, and any prospectus supplement or post-effective amendment to the Registration Statement that relates to the transactions contemplated by this Agreement at least five (5) days prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. The Company shall not submit a request for acceleration of the effectiveness of a registration statement or any amendment thereto or to the Registration Statement or file any prospectus or supplement that relates to the transactions contemplated by this Agreement without the prior approval of such counsel, which approval shall not be unreasonably withheld; (b) The Company shall provide a CUSIP number, a transfer agent and registrar for all such Registrable Securities; (c) If requested by the Underwriter, the Company shall incorporate as soon as practicable in a prospectus supplement or post-effective amendment such information as the Underwriter requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being issued, the Underwriting Price being paid therefor and any other terms of the underwritten offering of the Registrable Securities are eligible for sale pursuant to Rule 144(kbe sold in such offering; make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; and in connection therewith supplement or make amendments to any Registration Statement if requested by the Underwriter; FUEL (TM) PATENT PENDING (d) Furnish such number of Prospectuses and amendments and supplements thereto, and other documents incident thereto, as the Underwriter from time to time may reasonably request; and (e) Notify the Underwriter and its counsel (as designated in writing by the Underwriter) promptly, and confirm such notice (a "Notice") in writing (i) when a Prospectus or any successor provision) Prospectus supplement or in a single transaction pursuant post-effective amendment has been filed, and, with respect to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared or any post-effective amendment, when the same has become effective. The Company agrees to provide to each Holder a reasonable number , and (ii) of copies of any request by the final Shelf Registration Statement and the Prospectus and any SEC for amendments or supplements theretoto the Registration Statement or related Prospectus or for additional information.

Registration Procedure. The Company will cause to be filed with the Securities and Exchange Commission (the "SEC") within six (6) months of the date of Whenever required under this Agreement a shelf to effect the registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's any Registrable Securities, the Company shall, as expeditiously as reasonable practicable: (a) Prepare and agrees (subject file with the SEC a new Registration Statement with respect to Section 1.2 hereof) to such Registrable Securities and use its commercially reasonable best efforts to cause such Shelf Registration Statement registration statement to be declared effective by the SEC as soon as practicable. As used hereinbecome effective, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by keep such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements for up to 90 days or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which such shorter period as shall be required to sell all of the Registrable Securities are eligible covered by such Registration Statement (except as provided in Section 3); provided, however, that if such Registration Statement is on Form S-3 and related to a distribution by the Holders on a delayed or continuous basis other than by means of an underwriting, the Company shall keep such Registration Statement effective for sale pursuant one year following the initial date of effectiveness thereof; provided further that no Registration Statement need remain in effect after all Registrable Securities covered thereby have been sold. (b) Prepare and file with the SEC such amendments and supplements to Rule 144(k) (or any successor provision) or such Registration Statement and the prospectus used in a single transaction pursuant connection with such Registration Statement as may be necessary to Rule 144(e) (or any successor provision) under comply with the provisions of the Securities Act with respect to the disposition of 1933all securities covered by such Registration Statement. (c) Furnish to the Holders of Registrable Securities to be registered, without charge, such number of copies of a prospectus, including a preliminary prospectus, and any amendment or supplement thereto as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective. The Company agrees to provide to each Holder they may reasonably request and a reasonable number of copies of the final Shelf then-effective Registration Statement and any post- effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference). (d) Promptly after the Prospectus filing of any document that is to be incorporated by reference into a Registration Statement or prospectus, provide copies of such document to the Holders of Registrable Securities covered thereby and any amendments underwriter. (e) Use its reasonable best efforts to register and qualify the securities covered by such Registration Statement under such other securities or supplements theretoblue sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided, however, that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions where it would not otherwise be required to so qualify to do business or consent to service of process or subject itself to taxation in any such jurisdiction. (f) Cooperate with the Holders of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. or any other exchange or automated quotation system on which the Company's Common Stock may be listed. (g) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering, with such terms and conditions as the Company and the underwriter(s) may agree. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (h) Notify each Holder of Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (i) Cause all Registrable Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation system on which shares of the Company's Common Stock are then listed. If any of such shares are not so listed, the Company shall cause such shares to be listed on such securities exchange or automated quotation system as may be reasonably requested by the Holders of a majority of the Registrable Securities being registered. (j) In the case of an underwritten public offering, furnish to the underwriters, at the request of a majority of the Holders requesting registration pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, (A) an opinion of counsel representing the Company for the purposes of such registration, and (B) a letter from independent certified public accountants of the Company, in each case to be dated such date and to be in form and substance as is customarily given by counsel or independent certified public accountants, as the case may be, to underwriters in an underwritten public offering, addressed to the underwriters. (k) Permit a representative of any Holder of Registrable Securities, any underwriter participating in any disposition pursuant to such registration, and any attorney or accountant retained by such Holder or underwriter, to participate, at each such person's own expense, in the preparation of the Registration Statement, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such registration; provided, however, that, if requested by the Company, such representatives, underwriters, attorneys or accountants enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information. Notwithstanding the foregoing, the Company may delay, suspend or withdraw any registration or qualification of Registrable Securities required pursuant to this Agreement for a period not exceeding 180 days if the Company shall in good faith determine that any such registration would adversely affect a public or private offering or contemplated offering of any securities of the Company or any other anticipated or contemplated material corporate event. In addition, the Company shall not be required to register Registrable Securities within twelve months after the effective date of a Registration Statement referred to in Section 3 pursuant to which the Holders were afforded the opportunity to register Registrable Securities.

Registration Procedure. The If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in this Article 2, the Company will cause to be filed with the Securities and Exchange Commission (the "SEC") within six (6) months of the date of this Agreement a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof2.1(d)), as expeditiously as reasonably possible: (a) to prepare and file with the Commission a registration statement on Form S-1 or S-3 under the Securities Act, and use its commercially reasonable best efforts to cause such Shelf Registration Statement registration statement to become and remain effective until all Registrable Securities covered by such registration statement have been sold. Such registration statement shall be filed as a “shelf registration” pursuant to Rule 415 promulgated under the Securities Act, providing for the sale of shares included therein on a delayed or continuous basis; (b) prepare and file with the Commission such amendments and supplements to such registration and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities covered by such registration statement, including such amendments and supplements as may be necessary to reflect the intended method of disposition; (c) use its reasonable best efforts to cause such registration statement to be declared effective by the SEC Commission under the Securities Act as soon as practicable. As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer practicable to permit the Shelf Registration Statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding disposition of the proposed distribution by such Holder of such Holder's Registrable Securities and by the holders on The Nasdaq National Market or such other exchange or market upon which the Company’s shares are traded; (d) make available for inspection by any Shareholder covered by any registration statement filed pursuant to this Agreement all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by the Company any Shareholder in connection with such registration statement. Records which the preparation of Company determines in good faith to be confidential and for inclusion in which it notifies the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep Shareholders are confidential shall not be disclosed by the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of Shareholders unless (i) the date on which disclosure of such Records is necessary to avoid or correct a misstatement or omission in the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statementregistration statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) the information in such Records has been made generally available to the public. Each Shareholder agrees by acquisition of its Registrable Securities that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential; (e) provide a legal opinion of the Company's outside counsel, dated the effective date of any registration statement filed pursuant to this Agreement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature (in a form reasonably acceptable to the holders of a majority of the Registrable Securities included in the registration); (f) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of any registration statement filed pursuant to this Agreement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment; (g) if requested by any holder of Registrable Securities covered by any registration statement filed pursuant to this Agreement, promptly incorporate in a prospectus supplement or post-effective amendment such information as such holder reasonably requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such holder, the purchase price being paid therefor and with respect to any other terms of any underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment; (h) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after the effective date of such registration statement; (i) if the Company shall maintain the listing of any shares of Common Stock on The Nasdaq National Market or any other securities exchange or national market system, use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or national market system on which all any of the Registrable Securities are eligible then listed; (j) promptly notify each seller of Registrable Securities: (A) when such registration statement or any prospectus used in connection therewith, or any amendment or supplement thereto, has been filed and, with respect to such registration statement or any post-effective amendment thereto, when the same has become effective; (B) of any written comments from the Commission with respect to any filing referred to in clause (i) and of any written request by the Commission for sale amendments or supplements to such registration statement or prospectus; (C) of the notification to the Company by the Commission of its initiation of any proceeding with respect to the issuance by the Commission of any stop order suspending the effectiveness of such registration statement; and (D) of the receipt by the Company of any notification with respect to the suspension of the effectiveness of such registration statement; (k) furnish to each seller of Registrable Securities covered by any registration statement filed pursuant to this Agreement such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits and documents incorporated by reference), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) 424 promulgated under the Securities Act relating to such holder's Registrable Securities, and such other documents as such seller may reasonably request to facilitate the intended disposition of 1933its Registrable Securities; (l) register or qualify all Registrable Securities covered by any registration statement filed pursuant to this Agreement under such other securities or blue sky laws of such jurisdictions as each seller of Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as amended such registration statement remains in effect, and take any other action which may be reasonably necessary or advisable to enable such seller of Registrable Securities to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller of Registrable Securities, except that the Company shall not for any such purpose be required (i) to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the "SECURITIES ACT"requirements of this Paragraph (l) be obligated to be so qualified, (ii) to subject itself to taxation in any such jurisdiction or (iii) to take any action which would subject it to general service of process in any jurisdiction wherein it would not but for the second anniversary requirements of this Paragraph (l) be so subject; (m) notify each seller of Registrable Securities covered by any registration statement filed pursuant to this Agreement, (A) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (B) of the date that happening of any event as a result of which any prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the Registration Statement is declared effective. The Company agrees statements therein, in the light of the circumstances under which they were made, not misleading, and (C) at the request of any such seller of Registrable Securities, promptly prepare and furnish to provide to each Holder such seller of Registrable Securities a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the final Shelf Registration Statement and purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Prospectus statements therein, in the light of the circumstances under which they were made, not misleading; (n) make available for inspection by any seller of Registrable Securities covered by any registration statement filed pursuant to this Agreement, any underwriter participating in any disposition pursuant to such registration statement and any amendments attorney, accountant or supplements theretoother agent retained by any such seller or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such registration statement. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) the information in such Records has been made generally available to the public. Each seller of Registrable Securities agrees by acquisition of its Registrable Securities that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential; and (o) enter into such customary agreements and take all such other reasonable actions as the holders of a majority of the Registrable Securities included in any registration statement filed pursuant to this Agreement reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; provided, that no holder of Registrable Securities shall have any indemnification or contribution obligation inconsistent with Section 6 hereof.

Registration Procedure. The Subject to Sections 1.1(c) ---------------------- and 1.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be offered by Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") within six (6) months of as soon as reasonably practicable after receiving the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the a "SHELF REGISTRATION STATEMENTNew Registration Statement") that complies as to form in all material respects with applicable SEC rules providing for the sale by each Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) the second anniversary of the date that the Registration Statement is declared effective). The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto.

Registration Procedure. The At its expense, the Company will cause use its ---------------------- reasonable best efforts to: (a) Permit the Underwriter to review and comment upon any registration statement registering shares of Common Stock pursuant to this Agreement and all amendments and supplements thereto, any prospectus supplement or post-effective amendment to the Registration Statement that relates to the transactions contemplated by this Agreement and any report to be filed pursuant to the Exchange Act that relates to the transactions contemplated by this Agreement at least two days prior to their filing with the Securities SEC, and Exchange Commission (not file any such document in a form to which the "SEC") within six (6) months Underwriter reasonably objects and the Company will also advise the Underwriter promptly of the date filing of this Agreement a shelf registration statement any such amendment or supplement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective institution by the SEC of any stop order proceedings in respect of a Registration Statement and will use reasonable efforts to prevent the issuance of any such stop order and to obtain as soon as practicable. As used hereinpossible its lifting, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related prospectus if issued; (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information b) If reasonably requested by the Company Underwriter, incorporate as soon as practicable in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject a Prospectus supplement, a post-effective amendment to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including an Exchange Act filing such information as the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Underwriter requests to be included therein relating to the sale and distribution of all Registrable Securities, including, without limitation, information with respect to the number of their Registrable Securities registered under being issued, the Registration Statement, (ii) Underwriting Price being paid therefor and any other terms of the date on which all underwritten offering of the Registrable Securities are eligible to be sold in such offering; and make all required filings of such Prospectus supplement, post-effective amendment, or Exchange Act filing as soon as practicable after notification of the matters to be incorporated in such document; (c) Furnish such number of Prospectuses and amendments and supplements thereto, and other documents incident thereto, as soon as available and in such quantities as the Underwriter from time to time may reasonably request; (d) Notify the Underwriter and its counsel (as designated in writing by the Underwriter) promptly, and confirm such notice in writing (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post- effective amendment thereto, when the same has become effective, and (ii) of any request by the SEC for sale amendments or supplements to the Registration Statement or the Prospectus or for additional information; and (e) If, at any time when a prospectus relating to the Common Stock offered pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant the terms of this Agreement is required to Rule 144(e) (or any successor provision) be delivered under the Securities Act in connection with sales by the Underwriter, any event occurs as a result of 1933which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, as amended (in the "SECURITIES ACT") or (iii) the second anniversary light of the date that circumstances under which they were made, FUEL(SM) PATENTS PENDING 20 RAMIUS SECURITIES, LLC not misleading, or if it is necessary at any time to amend the Registration Statement is declared effectiveProspectus to comply with the Securities Act, promptly notify the Underwriter of such event and promptly prepare and file with the SEC, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company agrees to provide to each Holder Neither the Underwriter's consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a reasonable number waiver of copies any of the final Shelf Registration Statement and the Prospectus and any amendments or supplements theretoconditions set forth in Section 3.1.

Registration Procedure. The Company In the case of each registration effected by ---------------------- ADE pursuant to this Agreement, ADE will cause keep each Holder advised in writing as to be filed the initiation of such registration and as to the completion thereof. ADE will: (a) Prepare and file with the Securities and Exchange Commission (the "SEC") within six (6) months of the date of this Agreement a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies such amendments and supplements as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's Registrable Securities, may be necessary and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement registration statement to be declared become and remain effective by for at least 180 days or until the SEC as soon as practicable. As used hereindistribution described in the registration statement has been completed, "REGISTRATION STATEMENT" and "PROSPECTUS" refer whichever first occurs; (b) Furnish to the Shelf Registration Statement Holders participating in such registration and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which all underwriters of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective. The Company agrees to provide to each Holder a securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final Shelf Registration Statement prospectus and such other documents as such underwriters may reasonably request in order to facilitate the Prospectus and any public offering of such securities; (c) Before filing the registration statement or prospectus or amendments or supplements thereto, furnish to one counsel selected by the holders of Registrable Securities copies of such documents proposed to be filed which shall be subject to the reasonable approval of such counsel; (d) Furnish to each Holder who is selling Registrable Securities in a registration pursuant to this Agreement (i) an opinion of counsel for ADE, dated the effective date of the registration statement, and (ii) a "comfort" letter signed by the independent public accountants who have certified ADE's financial statements included in the registration statement, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants' letter) with respect to events subsequent to the date of the financial statements, as are customarily covered (at the time of such registration) in opinions of ADE's counsel and in accountants' letters delivered to the underwriters in underwritten public offering of securities; (e) Cause all such Registrable Securities registered pursuant hereto to be listed on each securities exchange or automated quotation system on which similar securities issued by ADE are then listed.

Registration Procedure. The Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 3.1(c) and 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares held by such Holder, such Holder (a “Notice Holder”) shall deliver to the Company written notice (a “Registration Notice”) informing the Company of such exercise and specifying the number of shares to be offered by such Notice Holder (such shares to be offered being referred to herein as the “Registrable Securities”), which shares shall not be less than (a) 1,000,000 shares or (b) all of the shares held by such Holder. Such notice may be given at any time on or after the date a notice of redemption is delivered by the Notice Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least fifteen (15) Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a “Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities of the Notice Holder to be included as part of an existing shelf registration statement (prior to the filing of which the Company shall have given ten (10) Business Days’ notice to the Holders) and related prospectus that the Company then has on file with the Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT"a “New Registration Statement”) that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each the Notice Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENT" “Registration Statement” and "PROSPECTUS" “Prospectus” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy the Notice Holder’s Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference.) Upon receipt of a Registration Notice, the Company will provide notice to each other Holder with respect to which it has not already satisfied its registration obligation of its receipt of the Registration Notice and its obligations (such notice, a “Company Notice”). Each other Holder shall have 10 days from the mailing of the Company Notice to such Holder to provide to the Company notice of its intention to include all, but not less than all, of its Registrable Securities in a Registration Statement (such other Holder, a “Piggyback Holder” and together with the Notice Holder, a “Selling Holder”). In no event may a Registration Notice be delivered more than once in any calendar year but there shall be no other limit on the number of Registration Notices delivered or registrations effected pursuant to this Section 3.1. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Selling Holders consummate the sale of all of their the Registrable Securities registered under the Registration Statement, Statement or (ii) the date on which all of the Registrable Securities registered under the Registration Statement registered are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective“Act”). The Company agrees to provide to each Selling Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from a Holder, include all of a Holder’s Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy a Holder’s Registration Rights pursuant to this Section 3, each Holder agrees that it will respond within ten (10) Business Days to any request by the Company to provide or verify information regarding such Holder or such Holder’s Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. The At its expense, the Company will cause use its reasonable best efforts to: (a) Permit the Underwriter and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (or such other counsel as thereafter designated as Underwriter's counsel by the Underwriter), to review and comment upon any registration statement registering shares of Common Stock pursuant to this Agreement and all amendments and supplements thereto, any prospectus supplement or post-effective amendment to the Registration Statement that relates to the transactions contemplated by this Agreement and any report to be filed pursuant to the Exchange Act that relates to the transactions contemplated by this Agreement at least five (5) days prior to their filing with the Securities SEC, and Exchange Commission (not file any document in a form to which the "SEC") within six (6) months Underwriter or its counsel reasonably objects and the Company will also advise the Underwriter promptly of the date filing of this Agreement a shelf registration statement any such amendment or supplement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders institution by the SEC of such Holder's Registrable Securities, any stop order proceedings in respect of a Registration Statement and agrees (subject to Section 1.2 hereof) to will use its commercially reasonable best efforts to cause prevent the issuance of any such Shelf Registration Statement stop order and to be declared effective by the SEC obtain as soon as practicablepossible its lifting, if issued. As used hereinThe Company shall not file any prospectus, "REGISTRATION STATEMENT" and "PROSPECTUS" refer amendment, supplement, or Exchange Act filing that relates to the Shelf Registration Statement transactions contemplated by this Agreement without the prior approval of the Underwriter and related prospectus its counsel, which approval shall not be unreasonably withheld; (including any preliminary prospectus)b) Provide a CUSIP number, including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by transfer agent and registrar for all such Holder of such Holder's Registrable Securities and such other information Securities; (c) If reasonably requested by the Company Underwriter, incorporate as soon as practicable in connection with a prospectus amendment, supplement or post-effective amendment or Exchange Act filing such information as the preparation of and for inclusion in the Registration Statement. The Company agrees (subject Underwriter requests to Section 1.2 hereof) be included therein relating to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale and distribution of all Registrable Securities, including, without limitation, information with respect to the number of their Registrable Securities registered under being issued, the Registration Statement, (ii) Underwriting Price being paid therefor and any other terms of the date on which all underwritten offering of the Registrable Securities are eligible to be sold in such offering; make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; and in connection therewith supplement or make amendments to any Registration Statement if reasonably requested by the Underwriter; (d) Furnish such number of Prospectuses and amendments and supplements thereto, and other documents incident thereto, as soon as available and in such quantities as the Underwriter from time to time may reasonably request; (e) Notify the Underwriter and its counsel (as designated in writing by the Underwriter) promptly, and confirm such notice (a "Notice") in writing (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, and (ii) of any request by the SEC for sale amendments or supplements to the Registration Statement or related Prospectus or for additional information; and (f) If, at any time when a prospectus relating to the Common Stock offered pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant the terms of this Agreement is required to Rule 144(e) (or any successor provision) be delivered under the Securities Act in connection with sales by the Underwriter, any event occurs as a result of 1933which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, as amended (in the "SECURITIES ACT") or (iii) the second anniversary light of the date that circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement is declared effectiveProspectus to comply with the Securities Act, promptly notify the Underwriter of such event and promptly prepare and file with the SEC, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. The Company agrees to provide to each Holder Neither the Underwriter's consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a reasonable number waiver of copies any of the final Shelf Registration Statement and the Prospectus and any amendments or supplements theretoconditions set forth in Section 3.

Registration Procedure. The Company will cause to be filed (a) In connection with the Securities and Exchange Commission (the "SEC") within six (6) months filing of the date of this Agreement a shelf Shelf Registration Statement pursuant to Section 2, the Company shall effect such registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for permit the sale by each Hall of the Holders Option Shares in accordance with the intended method or methods of such Holder's Registrable Securitiesdisposition described therein, and agrees in connection therewith, the Company shall: (subject i) prepare and file the Shelf Registration Statement with the SEC prior to Section 1.2 hereofthe end of the thirty (30) to day period following the Acquisition Date, use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared become effective by and remain effective during the Effectiveness Period and use its commercially reasonable efforts to prepare and file with the SEC such amendments, including post-effective amendments, to the Shelf Registration Statement as soon as practicable. As used hereinmay be necessary to keep the Shelf Registration Statement effective for the Effectiveness Period; (ii) notify Hall of the effectiveness of the Shelf Registration Statement and any post-effective amendments thereto; (iii) before filing the Shelf Registration Statement or any amendments thereto (including post-effective amendments) or the Prospectus or any amendments or supplements thereto, "REGISTRATION STATEMENT" furnish to Hall copies of all such documents proposed to be filed and "PROSPECTUS" refer provide Hall an opportunity to review such documents prior to the filing thereof; (iv) use its commercially reasonable efforts to prepare and file with the SEC such amendments (including post-effective amendments) to the Shelf Registration Statement and related prospectus any amendments or supplements to the Prospectus as may be necessary to comply with applicable law; (including v) at any preliminary prospectus)time when the Prospectus is required to be delivered under the Securities Act, including any documents incorporated therein by reference. Each Holder agrees notify Hall of the occurrence of an event with respect to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with requiring the preparation of and for inclusion in a supplement or amendment to the Registration Statement. The Company agrees (subject Prospectus so that, as thereafter delivered to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which all purchasers of the Registrable Securities are eligible for sale pursuant Option Shares, the Prospectus does not contain an untrue statement of a material fact or omit to Rule 144(kstate any material fact required to be stated therein or necessary to make the statements therein not misleading with respect to the Company, and promptly make available to Hall any such supplement or amendment; (vi) (or any successor provision) or in a single transaction pursuant furnish to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective. The Company agrees to provide to each Holder a reasonable Hall such number of copies of the final Shelf Registration Statement and Statement, each amendment thereto (including any post-effective amendments), the Prospectus and any amendments and supplement thereto and such other documents as Hall may reasonably request to facilitate the disposition of the Option Shares, and after the filing of the Shelf Registration Statement, promptly notify Hall of any stop order issued or supplements theretothreatened by the SEC suspending the effectiveness of the Shelf Registration Statement or preventing or suspending the use of the Prospectus; (vii) use its commercially reasonable efforts to prevent the issuance by the SEC of any order suspending the effectiveness of the Shelf Registration Statement or preventing or suspending the use of the Prospectus, and if any such order is issued, use its commercially reasonable efforts to obtain the withdrawal of any such order; (viii) use its commercially reasonable efforts to register or qualify the Option Shares under state securities and blue sky laws of such jurisdictions as Hall reasonably requests, keep such registrations or qualifications effective during the Effectiveness Period and do any and all other acts and things which may be reasonably necessary or advisable to enable Hall to consummate the disposition of the Option Shares in such jurisdictions; provided, however, that the Company shall 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 paragraph (viii), (B) subject itself to taxation in any such jurisdiction where it is not then so subject or (C) consent to general service of process in any such jurisdiction; (ix) use its commercially reasonable efforts to cause the Option Shares to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable Hall to consummate the disposition of the Option Shares; (x) make available for inspection by Hall, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other professional retained by Hall or any such underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibilities, and cause the Company’s and its subsidiaries’ officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with the Shelf Registration Statement. Each such Inspector shall agree (and Hall hereby agrees on behalf of himself and his attorneys and accountants) that information obtained by such Inspector as a result of such inspections that is deemed confidential will not be disclosed by such Inspector or used by such Inspector as the basis for any market transactions in securities of the Company unless and until such is made generally available to the public. Each such Inspector shall also agree (and Hall hereby agrees on behalf of himself and his attorneys and accountants) that such Inspector will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company the opportunity to undertake appropriate action to prevent disclosure of the Records deemed confidential; (xi) otherwise comply with all applicable rules and regulations of the SEC, and make available to its stockholders an earnings statement covering a period of twelve (12) months, beginning within three (3) months after the effective date of the Shelf Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and (xii) use commercially reasonable efforts to cause any of the Option Shares which are not already quoted on the Nasdaq Stock Market to be quoted on the Nasdaq Stock Market or to be listed on any securities exchange on which the Common Stock is then listed. (b) The Company may require Hall to furnish to the Company such information regarding Hall and the distribution of the Option Shares as the Company may from time to time reasonably request and such other information as may be legally required in connection with the registration of the Option Shares. Hall hereby agrees to provide all such information to the Company upon request. (c) Hall agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(a)(v), Hall will forthwith discontinue dispositions of the Option Shares until Hall has received copies of the supplemented or amended Prospectus contemplated by Section 3(a)(v), and, if so directed by the Company, Hall will deliver to the Company all copies, other than permanent file copies then in Hall’s possession, of the Prospectus covering the Option Shares which had been current at the time of receipt of such notice. The Effectiveness Period will be suspending for the period of time during which Hall is restricted, pursuant to this paragraph, from selling the Option Shares. (d) Hall agrees to notify the Company of any event relating to Hall or the Option Shares that occurs that would require the preparation of a supplement or amendment to the Prospectus so that the Prospectus does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading with respect to Hall or the Option Shares.

Registration Procedure. The Subject to Sections 2.1(c) and 2.2 hereof, if the Holder desires to exercise its Registration Rights with respect to the Exchange Shares, the Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be offered by the Holder (such shares to be offered being referred to herein as the "Registrable Securities", and such registration, a "Demand Registration"). Such notice may be given at any time on or after the date a notice of exchange is delivered by the Holder to BHP pursuant to the Partnership Agreement, but must be given at least twenty (20) Business Days prior to the desired consummation of the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of Ohio. Upon receipt of the Registration Notice, the Company will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC the requirements of the Securities Act of 1933, as amended (the "Act"), and of the rules and regulations thereunder providing for the sale by each the Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement registration statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement registration statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference.) Prior to filing a Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall (i) provide the Holder with an adequate and appropriate opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein (and each amendment or supplement thereto or comparable statement) to be filed with the Commission and (ii) not file any such Registration Statement or Prospectus (or amendment or supplement thereto or comparable statement) with the Commission to which the Holder's counsel or any underwriter shall have reasonably objected on the grounds that such filing does not comply in all material respects with the requirements of the Act and of the rules and regulations thereunder. Each The Holder agrees to provide in a timely manner information regarding the proposed distribution by such the Holder of such Holder's the Registrable Securities and such all other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the In connection with any Registration Statement effective and free of material misstatements utilized by the Company to satisfy the Holder's Registration Rights pursuant to this Section 2, the Holder agrees that it will respond within ten (10) Business Days to any request by the Company to provide or omissions (including verify information regarding the preparation and filing of any amendments and supplements necessary for that purpose) until Holder or the earlier of (i) the date on which the Holders consummate the sale of all of their Holder's Registrable Securities registered under as may be required to be included in such Registration Statement pursuant to the Registration Statement, (ii) the date on which all requirements of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary and of the date that the Registration Statement is declared effective. The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement rules and the Prospectus and any amendments or supplements theretoregulations thereunder.

Registration Procedure. The Company will cause to be filed with the Securities and Exchange Commission (the "SEC") within six ninety (690) months days of the date of this Agreement a shelf registration statement and related prospectus, including any preliminary prospectus and documents incorporated by reference (the "SHELF REGISTRATION STATEMENTShelf Registration Statement") that complies as to form in all material respects with applicable SEC rules providing for that, upon effectiveness, registers the sale by each of the Holders of such Holder's Registrable SecuritiesSecurities and permits the disposition of the Registrable Securities in accordance with the Holders' intended method or methods of distribution, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by referencepracticable thereafter. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested in writing by the Company in connection with the preparation of and for inclusion in the Shelf Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and continuously effective, free of material misstatements or omissions and otherwise in compliance with the rules, regulations and instructions applicable to such registration form (including the reasonably prompt preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the first date on which the all Holders consummate have consummated the sale of all of their such Holders' Registrable Securities registered under the Shelf Registration Statement, Statement or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act") or (iii) the second anniversary of the date that the Registration Statement is declared effective). The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement Statement, any pre-effective or post-effective amendments thereto, and the Prospectus related prospectus (including any preliminary prospectus) and any amendments or supplements thereto, and such related documents as any such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities offered by such Holder. The Company further agrees that it will use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement at the earliest possible moment.

Registration Procedure. The Unless such Exchange Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 3.1(c) and 3.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Exchange Shares, Holder shall deliver to the Company a written notice (a “Registration Notice”) informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered being referred to herein as the “Registrable Securities”). Such notice may be given at any time on or after the date a notice of exchange is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least fifteen (15) Business Days prior to the anticipated consummation of the sale of Registrable Securities, which consummation shall in any event be subject to an effective Shelf Registration Statement (as hereinafter defined) or an effective New Registration Statement (as hereinafter defined). As used in this Agreement, a “Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Michigan. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement (prior to the filing of which the Company shall have given ten (10) Business Days notice to Holder) and related prospectus that the Company than has on file with the Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT"a “New Registration Statement”) that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENT" “Registration Statement” and "PROSPECTUS" “Prospectus” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder’s Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference). Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) “Act”), provided, that except with respect to any Shelf Registration, such period need not extend beyond nine months after the second anniversary effective date of the date Registration Statement; and provided further, that with respect to any Shelf Registration, such period need not extend beyond the time period provided in this Section 3.1(a), and which periods, in any event, shall terminate when all the Exchange Shares covered by such Registration Statement is declared effectivehave been sold (but not before the expiration of the time period provided in Section 4(3) of the Act and Rule 174 thereunder, if applicable). The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from Holder, include all of Holder’s Exchange Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder Registration Rights pursuant to this Section 3, Holder agrees that it will respond within ten (10) Business Days to any request by the Company to provide or verify information regarding Holder or Holder’s Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. The Subject to Sections 1.1(c) and 1.2 ---------------------- hereof, if Holder desires to exercise its Registration Rights with respect to the Common Shares underlying the Rights, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale by Holder (such shares being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date which is ten (10) business days prior to the date a notice of exercise is delivered by Holder to the Company pursuant to the Right, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") within six as soon as reasonably practicable (6but not later than 30 days) months of after receiving the date of this Agreement Registration Notice a shelf new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "SHELF REGISTRATION STATEMENTAct") (a "New Registration Statement"), that complies as to form in all material respects with applicable SEC rules providing for the offer and sale by each Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectusprospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) the second anniversary provided that Rule 144 is then available for offers and sales of the date that the Registration Statement is declared effectiveRegistrable Securities by Holder. The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto.

Registration Procedure. The Company will cause to be filed with keep the Securities and Exchange Commission (the "SEC") within six (6) months of the date of this Agreement a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies Underwriter advised in writing as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under registration statement, in addition to the Registration Statement, registering shares of Common Stock pursuant to this Agreement, any prospectus supplement or post effective amendment to the Registration Statement and as to the effectiveness thereof. At its expense, the Company will use its reasonable best efforts to: (iia) Permit the date on Underwriter and a single firm of counsel, initially Xxxxxxx Xxxx & Xxxxx LLP or such other counsel as thereafter designated as Underwriter's counsel by the Underwriter, to review and comment upon any registration statement registering shares of Common Stock pursuant to this Agreement and all amendments and supplements thereto, and any prospectus supplement or post-effective amendment to the Registration Statement that relates to the transactions contemplated by this Agreement at least five (5) days prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects. The Company shall not submit a request for acceleration of the effectiveness of a registration statement or any amendment thereto or to the Registration Statement or file any prospectus or supplement that relates to the transactions contemplated by this Agreement without the prior approval of such counsel, which approval shall not be unreasonably withheld; (b) The Company shall provide a CUSIP number, a transfer agent and registrar for all such Registrable Securities; (c) If requested by the Underwriter, the Company shall incorporate as soon as practicable in a prospectus supplement or post-effective amendment such information as the Underwriter requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being issued, the Underwriting Price being paid therefor and any other terms of the underwritten offering of the Registrable Securities are eligible for sale pursuant to Rule 144(kbe sold in such offering; make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; and in connection therewith supplement or make amendments to any Registration Statement if requested by the Underwriter; (d) Furnish such number of Prospectuses and amendments and supplements thereto, and other documents incident thereto, as the Underwriter from time to time may reasonably request; and (e) Notify the Underwriter and its counsel (as designated in writing by the Underwriter) promptly, and confirm such notice (a "Notice") in writing (i) when a Prospectus or any successor provision) Prospectus supplement or in a single transaction pursuant post-effective amendment has been filed, and, with respect to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared or any post-effective amendment, when the same has become effective. The Company agrees to provide to each Holder a reasonable number , and (ii) of copies of any request by the final Shelf Registration Statement and the Prospectus and any SEC for amendments or supplements theretoto the Registration Statement or related Prospectus or for additional information.

Registration Procedure. In connection with the Company’s registration obligations hereunder, the Company shall: (a) Not less than three (3) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company will shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex C (a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance with this Section. (i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Securities Holders true and Exchange complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that, the "SEC"Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) within six (6) months of the date of this Agreement a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form comply in all material respects with the applicable SEC rules providing for provisions of the sale Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by each a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Holder's Registrable Securities. (d) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and agrees (subject if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf a Registration Statement is proposed to be declared effective by filed, (B) when the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to Commission notifies the Shelf Company whether there will be a “review” of such Registration Statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide whenever the Commission comments in a timely manner information regarding the proposed distribution by writing on such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees , and (subject C) with respect to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the a Registration Statement or any post-effective and free of material misstatements or omissions (including amendment, when the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statementsame has become effective, (ii) of any request by the date on which Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities are eligible or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will 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, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided, however, that in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries. (e) Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (f) Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission, provided that any such item which is available on the XXXXX system (or successor thereto) need not be furnished in physical form. (g) Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d). (h) Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement, provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction. (i) If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request. (j) Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(j) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section 2(d), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period. (k) Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment thereof, with the Commission pursuant to Rule 144(k424 under the Securities Act, promptly inform the Holders in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder. (l) The Company shall use its best efforts to maintain eligibility for use of Form S-3 (or any successor provisionform thereto) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under for the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary registration of the date resale of Registrable Securities. (m) The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the shares. During any periods that the Registration Statement Company is declared effective. The Company agrees unable to provide meet its obligations hereunder with respect to each Holder a reasonable number of copies the registration of the final Shelf Registration Statement and Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Prospectus Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any amendments or supplements theretoEvent that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.

Registration Procedure. The (a) Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 3.1(c) and 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least fifteen (15) Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities (and appropriate disclosure regarding the Holder as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission) to be included as part of an existing effective shelf registration statement and related prospectus that the Company then has on file with the Commission (the "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the a "SHELF REGISTRATION STATEMENTNew Registration Statement") that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each the Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), together with any post-effective amendments thereto, supplements thereof, or registration statement filed with respect thereto pursuant to Rule 462(b) promulgated under the Act, whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) the second anniversary of the date that the Registration Statement is declared effective). The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from any Holder, include all of Holder's Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, Holder agrees that it will respond within five (5) Business Days to any request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. The Company will cause Whenever the holders of Registrable Securities have requested that any Registrable Securities be included in a Piggyback Registration pursuant to be filed Section 4.2 hereof, the Issuer shall, subject to the provisions hereof, use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Issuer shall: (a) prepare and file with the SEC a registration statement (a “Registration Statement”) with respect to such Registrable Securities and Exchange Commission (the "SEC") within six (6) months of the date of this Agreement a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Issuer will furnish to the counsel selected by the holders of a majority of the Registrable Securities and Other Registrable Securities covered by such Registration Statement copies of all such documents proposed to be filed); (b) prepare and file with the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" such amendments and "PROSPECTUS" refer supplements to the Shelf such Registration Statement and related the prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company used in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts therewith as may be necessary to keep the such Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier earliest of (i) two years after the effective date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, or (ii) such time as the date on which Registrable Securities become eligible for resale by non-affiliates pursuant to Rule 144(k) promulgated under the Securities Act or any other rule of similar effect, or (iii) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement, but in no event for a period of less than 180 days; provided, however, that such 180 day period shall be extended for a period of time equal to the period that each Holder of Registrable Securities refrains from selling any securities included in any underwritten registration at the request of the managing underwriters; and comply with the 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 each Holder of Registrable Securities included therein such number of copies of such Registration Statement, each amendment and supplement thereto, the prospectus included in such Registration Statement (including each preliminary prospectus) and such other documents as such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder; (d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such U.S. state jurisdictions as each Holder thereof reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder (provided that the Issuer will 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 subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction); (e) notify each Holder of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein, in the context in which they were made, not misleading, and, at the request of any such Holder, promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in the context in which they were made, not misleading; (f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Issuer are eligible then listed; (g) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such Registration Statement; (h) enter into such customary agreements (including, in the case of underwritten offerings, underwriting agreements in customary form with the managing underwriter(s) approved by the Issuer) and take all such other actions as the holders of a majority of the Registrable Securities and Other Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities and Other Registrable Securities; (i) make available for inspection by each Holder of such Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Issuer, and cause the Issuer’s officers, directors, employees and independent accountants to supply all information reasonably requested by such Holder, underwriter, attorney, accountant or agent in connection with such registration statement; (j) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in connection with such registration, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Issuer’s first full calendar quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; (k) permit each Holder of Registrable Securities, that is or might reasonably be deemed to be an underwriter or a controlling person of the Issuer, to participate in the preparation of such Registration Statement and to require the insertion therein of material, furnished to the Issuer in writing, which in the reasonable judgment of such Holder and its counsel should be included therein; (l) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such Registration Statement for sale pursuant in any U.S. jurisdiction, use its reasonable best efforts promptly to Rule 144(kobtain the withdrawal of such order; (m) use its reasonable best efforts to cause such Registrable Securities covered by such Registration Statement to be registered with or approved by such other U.S. federal or state governmental agencies or authorities as may be necessary to enable the holders thereof to consummate the disposition of such Registrable Securities; (or any successor provisionn) or obtain a “cold comfort” letter from the Issuer’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the holders of a single transaction pursuant majority of the Registrable Securities and Other Registrable Securities being sold reasonably request; and (o) to Rule 144(e) (or any successor provision) the extent required under the Securities Act of 1933and the rules and regulations promulgated thereunder, in each case as amended (interpreted by the "SECURITIES ACT") or (iii) the second anniversary Staff of the date that SEC under currently operative no-action letters, in order for a Broker-Dealer Holder (as defined infra) to resell any Registrable Securities pursuant to the Registration Statement, include in the “Plan of Distribution” section of the Prospectus (as defined below) contained in the Registration Statement a statement to the effect that any Holder which is declared effectivea broker or dealer registered under the Exchange Act (“Broker-Dealer”) and which is a Broker-Dealer Holder, may sell such Registrable Securities pursuant to the Registration Statement. The Company agrees Such “Plan of Distribution” section shall also contain all other information with respect to provide such sales by such Broker-Dealer that the SEC may require in order to each Holder permit such sales pursuant thereto, but such “Plan of Distribution” section shall not name any such Broker-Dealer or disclose the amount of Registrable Securities held by such Broker-Dealer, except to the extent required under the Securities Act or the rules and regulations promulgated thereunder, or by the SEC. For purposes of this Section 4.4(o), “Broker-Dealer Holder” means a reasonable number Holder, which is a Broker-Dealer and which holds Registrable Securities that were acquired for its account as a result of copies of the final Shelf Registration Statement and the Prospectus and any amendments market-making activities or supplements theretoother trading activities.

Registration Procedure. The Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 3.1(c) and 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least fifteen (15) Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission (the "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3 provided that Shelf Registration Statement remains effective for the time period set forth below), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the a "SHELF REGISTRATION STATEMENTNew Registration Statement") that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each such Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference). Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably necessary and requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement continuously effective and free of material misstatements or omissions (including the preparation and filing of any amendments, supplements and post-effective amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTSecurities Act") or (iii) and the second anniversary Company has provided the transfer agent and registrar of the date that Common Shares with instructions to remove all Securities Act legends from the Registration Statement is declared effectiveRegistrable Securities. The Company agrees to provide to each Holder without charge a reasonable number of copies of each preliminary prospectus and any amendment or supplement thereto, and the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. The Company shall, to the extent applicable, notify the Holders promptly and, if requested by any such Holder, confirm such notification in writing (A) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (B) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (C) if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (D) of the happening of any event during the period a Registration Statement is effective the result of which is that such Registration Statement or the related Prospectus contains any 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, in light of the circumstances under which they were made (in the case of the Prospectus), not misleading. If the Company notifies the Holders of the occurrence of any such event, each Holder agrees, as a consequence of the inclusion of any of such Holder's Registrable Securities in the Registration Statement, to suspend as soon as possible the use of the Prospectus until the requisite changes to the Prospectus have been made. In addition, the Company shall, to the extent applicable: (i) take every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement as soon as reasonably practicable; (ii) use its best efforts to cause all Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; and (iii) use its reasonable efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Holders to consummate the disposition of such Registrable Securities. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from any Holder, include all of such Holder's Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, each Holder agrees that it will respond within ten (10) Business Days to any written request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities as may be required to be included in that particular Registration Statement pursuant to the rules and regulations of the Commission; provided, however, that any Holder which does not respond to the Company within such ten (10) day period shall be entitled to have such Holder's Registrable Securities included in such Registration Statement if such Registration Statement has not yet become effective upon responding to the Company's written request.

Registration Procedure. The Unless such Covered Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 3.1(c) and 3.2 hereof, if the Holder desires to exercise Registration Rights with respect to the Covered Shares, the Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered, and all additional REIT Preferred Shares and Common Shares obtainable upon exchange of Units which the Company elects to register in a registration hereunder, being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of exchange is delivered by the Holder to the LLC pursuant to the Operating Agreement, but must be given at least fifteen (15) Business Days prior to the date on which the Holder proposes to consummate the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement (prior to the filing of which the Company shall have given ten (10) Business Days notice to the Holder) and related prospectus that the Company then has on file with the Commission (the "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus that may include only the Covered Shares that are the subject of the Registration Notice or, at the election of the Company, all REIT Preferred Shares and Common Shares obtainable upon exchange of Units (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3 with respect to such shares and all such shares shall constitute Registrable Securities hereunder and any person receiving such shares upon exchange of Units shall thereupon be a Holder hereunder) (a "SHELF REGISTRATION STATEMENTNew Registration Statement") that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each the Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference. Each .) The Holder agrees to provide in writing in a timely manner information regarding the proposed plan of distribution by such the Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their the Registrable Securities registered under the Registration Statement, Statement is consummated or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) the second anniversary of the date that the Registration Statement is declared effective). The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from the Holder, include all of Holder's Covered Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, Holder agrees that it will respond in writing within ten (10) Business Days to any request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. The (a) If and whenever the Company will is required to effect or cause the Registration of any Registrable Securities pursuant to be filed this Article IX, the Company will, as expeditiously as possible: (1) Prepare in cooperation with the Securities sellers (and, in the event of an underwritten public offering, with the underwriter(s)), and Exchange Commission (file with the "SEC") within six (6) months of , in a manner consistent with the date provisions of this Agreement Article IX, a shelf registration statement with respect to such Registrable Securities on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate as the case may be, and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to which form in all material respects with applicable SEC rules providing shall be available for the sale by each of the Holders Registrable Securities in accordance with the intended methods of such Holder's Registrable Securitiesdistribution thereof, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement registration statement to be declared effective by become and remain effective; PROVIDED that before filing with the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related a registration statement or prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective. The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto, the Company will (i) furnish to one counsel selected by the Requesting Shareholder(s), in the event of a Registration effected pursuant to Section 9.1 hereof, or selected by the holders of a majority of the Registrable Securities covered by such registration statement, in the event of any other Registration, copies of all such documents proposed to be filed, which documents will be subject to the timely review of such counsel, and (ii) notify each holder of Registrable Securities covered by such registration statement 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. (2) 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 120 days or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the 90-day period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable) and comply with the 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 seller or sellers thereof set forth in such registration statement. (3) Furnish to each holder of Registrable Securities covered by the registration statement and to each underwriter, if any, of such Registrable Securities, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the prospectus included in such registration statement (including each preliminary prospectus), and such other documents, as such person may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities owned by such holder. (4) Use its best efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as any holder, and underwriter, if any, of Registrable Securities covered by such registration statement shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller; PROVIDED that the Company shall not for any such purpose, be required to (A) qualify to do business as a foreign corporation in any jurisdiction where, but for the requirements of this section 9.10, it is not then so qualified, (B) subject itself to taxation in any such jurisdiction, or (C) take any action which would subject it to consent to general or unlimited service or process not then so subject. (5) Use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities. (6) Immediately notify each seller of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event which comes to the Company's attention if as a result of such event the prospectus included in such registration statement, as then in effect, includes any untrue statement of a material fact or omits to state a material, fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and at the request of any such seller, deliver a reasonable 38 number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (7) Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC and make available to its security holders, in each case as soon as practicable, an earnings statement covering a period of at least 12 months, beginning with the first month 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 satisfy the provisions of Section 11(a) of the Securities Act including, at the option of the Company, Rule 158 thereunder. (8) Use its best efforts to cause all such Registrable Securities to be listed on such national securities exchange or the National Association of Securities Dealers National Market System as may be reasonably requested by the Requesting Shareholder, and if any similar securities issued by the Company are then listed on any securities exchanges or national market systems, to also list all such Registrable Securities on such securities exchanges or national market systems, and enter into such customary agreements including a listing application and indemnification agreement in customary form, provided that the applicable listing requirements are satisfied, and to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement no later than the effective date of such registration statement. (9) Use its best efforts to obtain a "cold comfort" letter from the independent public accountants for the Company in customary form and covering matters of the type customarily covered by such letters as may be reasonably requested by the Requesting Shareholder(s), in the event of a Registration effected pursuant to Section 9.1 hereof, or by the holders of a majority of the Registrable Securities covered by such registration statement, in the event of any other Registration. (10) Execute and deliver all instruments and documents (including in an underwritten offering an underwriting agreement in customary form) and take such other actions and obtain such certificates and opinions as sellers of a majority of the Registrable Securities being sold reasonably request in order to effect an underwritten public offering of such Registrable Securities. The Company may require each holder of Registrable Securities as to which any Registration is being effected to furnish to the Company such information regarding such holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing in connection with effecting such offering. (b) Each holder of Registrable Securities will, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 9.10(a)(6), forthwith discontinue disposition of the Registrable Securities pursuant to the registration statement covering such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 9.10(a)(6), and, if so directed by the Company, such holder will deliver to the Company (at the Company's expense) all copies, other than 39 permanent file copies, then in such holder's possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice.

Registration Procedure. The Company will cause Subject to be filed the limitations provided in this Article 6, if Parent receives a request to register any Restricted Shares of a Holder pursuant to Section 6.1 or 6.2 which complies with the Securities terms thereof, Parent will use its best efforts to: (a) as promptly as possible, and Exchange Commission (in any event within 90 days after receipt of such request, prepare and file with the "SEC") within six (6) months of the date of this Agreement SEC on an appropriate form a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as or an amendment to form in all material respects with applicable SEC rules a previously filed registration statement providing for the sale by each registration of the Holders Restricted Shares which are the subject of such Holder's Registrable Securities, and agrees request; (subject to Section 1.2 hereofb) to use its commercially reasonable best efforts to cause keep such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement registration statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) current until the earlier of (i) the completion of the distribution of the Restricted Shares so registered or (ii) the expiration of 90 days after the date on of effectiveness of such Registration of Restricted Shares, and otherwise comply with the applicable provisions of the Securities Act in connection therewith; (c) furnish to the Registrants thereunder such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Registrants may reasonably request in order to facilitate the public sale or other disposition of Restricted Shares owned by the Registrants; (d) register or qualify the Restricted Shares covered by such Registration under the securities or blue sky laws of such states of the United States as the Registrants shall request, and take all other action which may be necessary to enable the Registrants to consummate the public sale or other disposition in such jurisdictions of such Restricted Shares owned by the Registrants; provided that Parent shall not be obliged to qualify to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to service of process in suits, other than suits arising out of the offering or sale of such securities, in any jurisdiction where it is not then so subject; and (e) promptly advise each such Registrant as to the following: (i) the time at which the Holders consummate registration statement or any post-effective amendment thereto shall have become effective, the time at which any amendment or supplement to the prospectus is filed with the SEC and the time at which the offering and sale of all of their Registrable Securities registered under the Registration Statementmay commence, (ii) any request or suggestion by the date on which all of SEC for any amendment to such registration statement or the Registrable Securities are eligible prospectus or for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under additional information and the Securities Act of 1933, as amended (the "SECURITIES ACT") or nature and substance thereof and (iii) the second anniversary issue by the SEC or any other federal or state governmental authority or court of any order or similar process suspending the effectiveness of such registration statement or the suspension of the date that the Registration Statement is declared effective. The Company agrees to provide to each Holder a reasonable number of copies qualification of the final Shelf Registration Statement and Restricted Shares for sale in any jurisdiction, or of the Prospectus and initiation (or threat thereof) of any amendments proceedings for that purpose; Parent will use its best efforts to prevent the issue of any such order or supplements theretoprocess and, if any such order or process shall be issued, to obtain the withdrawal thereof at the earliest possible time.

Registration Procedure. The Whenever required under this Shareholders Agreement to effect the registration of any Weinstein Shares, the Company will cause shall use its coxxxxxxxxxy reasonable efforts to be filed do the following as promptly as practicable: (a) prepare and file with the Securities SEC a Registration Statement with respect to such Weinstein Shares and Exchange Commission (cause such Registratxxx Xxxxxment to become effective, and, upon the "SEC") within six (6) months request of the date holders of this Agreement a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each majority of the Holders of such Holder's Registrable SecuritiesWeinstein Shares registered thereunder, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the sxxx Registration Statement effective for up to ninety (90) days or such shorter period as shall be required to sell all of the Weinstein Shares covered by such Registration Xxxxxxxxx; (b) prepare and free of material misstatements or omissions (including file with the preparation and filing of any SEC such amendments, post-effective amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective. The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf such Registration Statement and the Prospectus prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Weinstein Shares covered by such Registraxxxx Xxxxement; (c) furnish to the Weinstein Shareholder(s) requesting regisxxxxxxx xf Weinstein Shares, without charge, such nuxxxx xx xopies of a prospectus, including a preliminary prospectus, and any amendments or supplements theretothereto as such Weinstein Shareholder(s) may reasonably rxxxxxx; (d) register and qualify the securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Weinstein Shareholder(s); provided, howevxx, xxxx the Company shall not be required to qualify to do business, file a general consent to service of process or subject itself to taxation in any such states or jurisdictions where it would not otherwise be required to so qualify to do business or consent to service of process or subject itself to taxation; (e) cooperate with the Weinstein Shareholder(s) and the underwrixxxx, xx any, participating in the disposition of such Weinstein Shares and their respective couxxxx xx xonnection with any filings required to be made with the National Association of Securities Dealers, Inc.; (f) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering, in accordance with such terms and conditions as the Company and the underwriter(s) may agree. Each Weinstein Shareholder participating in such xxxxxxriting shall also enter into and perform its obligations under such an agreement; (g) notify each Weinstein Shareholder owning Weinstein Shxxxx xxxxred by such Registration Xxxxxxxxx, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; PROVIDED that such Shareholder first agrees to maintain the confidentiality of, and not to trade on, such information until such time as the Company's counsel has advised that public disclosure has been made and a reasonable waiting period thereafter has elapsed. (h) in the case of an underwritten public offering, furnish, at the request of any Weinstein Shareholder(s) requesting regisxxxxxxx xursuant to this Shareholders Agreement, on the date that such Weinstein Shares are delivered to the undxxxxxxxxx for sale in connection with a registration pursuant to this Shareholders Agreement, (A) an opinion of counsel representing the Company for the purposes of such registration, and (B) a letter addressed to the underwriters from independent certified public accountants of the Company, in each case to be dated such date and to be in form and substance as is customarily given by counsel or independent certified public accountants, as the case may be, to underwriters in an underwritten public offering;

Registration Procedure. The Company will cause use its reasonable best efforts to effect the registration and the sale of the Registrable Securities elected to be filed included therein by the Holders thereof pursuant to the IPO Registration Statement, and in connection therewith the Company will: (a) prepare and file with the Securities SEC the IPO Registration Statement and Exchange Commission (the "SEC") within six (6) months of the date of this Agreement a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such IPO Registration Statement copies of all such documents proposed to be filed); (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 IPO Registration Statement effective for a period of not less than 180 days; provided, however, that (i) such 180 day period shall be extended for a period of time equal to the period that the Holders refrain from selling any securities included in any underwritten registration at the request of the managing underwriters; and (ii) in the case of any registration of Registrable Securities which are intended to be offered on a continuous or delayed basis, such 180 day period shall be extended, if necessary, to keep the IPO Registration Statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule, under the Securities Act, then permits such an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment then permit, in lieu of filing a post-effective amendment which (I) includes any prospectus required by Section 10(a)(3) of the Securities Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the IPO Registration Statement, the incorporation by reference in the IPO Registration Statement of information otherwise required to be included in such a post-effective amendment that is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the IPO Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in the IPO Registration Statement; (c) furnish to each Holder included therein such number of copies of the IPO Registration Statement, each amendment and supplement thereto, the prospectus included in the IPO Registration Statement (including each preliminary prospectus) and such other documents as such holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder; (d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such U.S. state jurisdictions as any Holder thereof reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder (provided that the Company will 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 subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction); (e) notify each Holder of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein, in the context in which they were made, not misleading, and, at the request of any such Holder, promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in the context in which they were made, not misleading; (f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; (g) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such Registration Statement; (h) enter into such customary agreements (including, in the case of underwritten offerings, underwriting agreements in customary form with the managing underwriter(s) approved by the Company) and take all such other actions as the Holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares); (i) make available for inspection by any Holder, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such registration statement; (j) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in connection with such registration, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the IPO Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; (k) permit any Holder of Registrable Securities, that is or might reasonably be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of the IPO Registration Statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included therein; (l) in the event of the issuance of any stop order suspending the effectiveness of the IPO Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in the IPO Registration Statement for sale in any U.S. jurisdiction, use its reasonable best efforts promptly to obtain the withdrawal of such order; (m) use its reasonable best efforts to cause such Registrable Securities covered by the IPO Registration Statement to be declared effective registered with or approved by such other U.S. federal or state governmental agencies or authorities as may be necessary to enable the SEC holders thereof to consummate the disposition of such Registrable Securities; and (n) obtain a “cold comfort” letter from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as soon the holders of a majority of the Registrable Securities being sold reasonably request. If the IPO Registration Statement refers to any Holder by name or otherwise as practicable. As used hereinthe holder of any securities of the Company and if such Holder is a controlling person of the Company, "REGISTRATION STATEMENT" such Holder shall have the right to require (i) the insertion therein of language, in form and "PROSPECTUS" refer substance reasonably satisfactory to such Holder and presented to the Shelf Registration Statement and related prospectus (including any preliminary prospectus)Company in writing, including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution effect that the holding by such Holder of such Holder's Registrable Securities securities is not to be construed as a recommendation by such holder of the investment quality of the Company’s securities covered thereby and that such other information reasonably requested by holding does not imply that such Holder will assist in meeting any future financial requirements of the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements Company, or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) in the date on which all of the Registrable Securities are eligible for sale pursuant event that such reference to Rule 144(k) (such Holder by name or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under otherwise is not required by the Securities Act of 1933or any similar federal statute then in force, as amended (the "SECURITIES ACT") or (iii) the second anniversary deletion of the date reference to such Holder; provided, that with respect to this clause (ii) such Holder shall furnish to the Registration Statement is declared effective. The Company agrees an opinion of counsel to provide such effect, which opinion and counsel shall be reasonably satisfactory to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements theretoCompany.

Registration Procedure. The Subject to Sections 2.1(c) and 2.2 hereof, if the Holder desires to exercise Registration Rights with respect to any Registrable Shares, then the Holder shall deliver to the Company will a written notice (a “Registration Notice”) informing the Company of such exercise and specifying the number of Registrable Shares to be offered by the Holder. Such notice may be given with respect to any Common Shares, at any time and from time to time, on or after the date on which the Holder has the right to purchase such Common Shares pursuant to the exercise of a vested portion of the Warrant (including after the purchase thereof). Upon receipt of any Registration Notice (provided that the Company has not already caused the Registrable Shares to be included as part of an existing, effective shelf registration statement and related prospectus that the Company then has on file with the Commission (a “Shelf Registration Statement”), in which event, notwithstanding anything herein to the contrary, the Company shall be deemed to have satisfied its registration obligation under this Section 2 with respect to such Registrable Shares that have been included on the Shelf Registration Statement, subject to the maintenance of the effectiveness thereof in accordance with clause (ii) below), the Company shall cause to be filed with the Securities and Exchange Commission as soon as reasonably practicable after receiving the Registration Notice (but in any event within 45 days after the "SEC"receipt thereof) within six (6) months of the date of this Agreement a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each the Holder of the Holders Registrable Shares on a continuous or delayed basis pursuant to Rule 415 of such Holder's the Securities Act (a “New Registration Statement”), which shall include the Registrable SecuritiesShares that are the subject of the Registration Notice, and and, if the Company is not then eligible to file an automatic shelf registration statement on Form S-3, the Company agrees (subject to Section 1.2 2.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicablereasonably practicable (and in any event within 105 days after the receipt of a Registration Notice with respect thereto). As used herein, "REGISTRATION STATEMENT" “Registration Statement” and "PROSPECTUS" “Prospectus” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy the Holder’s Registration Rights pursuant to this Section 2, including in each case any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT") or (iii) the second anniversary of the date that the Registration Statement is declared effective. The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto.

Registration Procedure. The Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 3.1(c) and 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "Redemption Notice") informing the Company of such exercise and specifying the number of shares to be offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least fifteen (15) Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with the Commission (the "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3), will cause to be filed with the Securities and Exchange Commission (as soon as reasonably practicable after receiving the "SEC") within six (6) months of the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the a "SHELF REGISTRATION STATEMENTNew Registration Statement") that complies as to form in all material respects with applicable SEC Commission rules providing for the sale by each the Holder of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to cause such Shelf New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "REGISTRATION STATEMENTRegistration Statement" and "PROSPECTUSProspectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, including in each case any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate Holder consummates the sale of all of their the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) the second anniversary of the date that the Registration Statement is declared effective). The Company agrees to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Redemption Notice from any Holder, include all of Holder's Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, Holder agrees that it will respond within five (5) Business Days to any request by the Company to provide or 3 verify information regarding Holder or Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. The Company In the case of each registration effected by JDA pursuant to Sections 3 or 4, JDA will cause keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, JDA will: (a) Maintain and keep such registration effective or current for a period of one hundred eighty (180) days or until the Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that (i) such one hundred eighty (180) day period shall be extended for a period of time equal to the period the Holders refrain from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of JDA; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be filed with offered on a continuous or delayed basis, such one hundred eighty (180) day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities and Exchange Commission are sold, however, in no event longer than one (1) year from the "SEC") within six (6) months effective date of the date of this Agreement a shelf registration statement and related provided that Rule 145, or any successor rule under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment that (I) includes any prospectus (the "SHELF REGISTRATION STATEMENT"required by Section 10(a)(3) that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders Securities Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of such Holder's Registrable Securities, and agrees information required to be included in (subject I) or (II) above to be contained in periodic reports filed pursuant to Section 1.2 hereof13 or 15(d) to use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by of the Exchange Act in the registration statement; (b) Prepare and file with the SEC as soon as practicable. As such amendments and supplements to such registration statement and the prospectuses used herein, "REGISTRATION STATEMENT" in connection with such registration (c) Furnish such number of prospectuses and "PROSPECTUS" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus)other documents incident thereto, including any documents incorporated therein by reference. Each amendment of or supplement to the prospectus, as a Holder agrees from time to provide in a timely manner information regarding the proposed distribution time may reasonably request; (d) Notify such seller of Registrable Securities covered by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject registration statement at any time when a prospectus relating thereto is required to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) be delivered under the Securities Act of 1933the happening of any event as a result of which the prospectus included in such registration statement, as amended (then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the "SECURITIES ACT") statements therein not misleading or (iii) incomplete in the second anniversary light of the date that circumstances then existing, and at the Registration Statement is declared effective. The Company agrees request of any such seller, prepare and furnish to provide to each Holder such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the final Shelf Registration Statement purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing; (e) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by JDA are then listed; (f) Provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the Prospectus and any amendments effective date of such registration; and (g) Use its commercially reasonable efforts to take all other steps necessary or supplements theretoappropriate to effect the registration of the Registrable Securities contemplated hereby.

Registration Procedure. The In the case of each registration effected by the Company pursuant to this Section 1, the Company will cause keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Company will use its best efforts to: (a) Keep such registration effective for a period of one hundred twenty (120) days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however that (i) such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (i) and (ii) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement; (b) Prepare and file with the Securities Commission such amendments and Exchange Commission (the "SEC") within six (6) months of the date of this Agreement a shelf supplements to such registration statement and related the prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with such registration statement as may be necessary to comply with the preparation provisions of and for inclusion in the Registration Statement. The Company agrees (subject Securities Act with respect to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale disposition of all securities covered by such registration statement; (c) Furnish such number of their prospectuses and other documents incident thereto, including a preliminary prospectus and any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (d) Notify each seller of Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities are eligible for sale pursuant covered by such registration statement at any time when a prospectus relating thereto is required to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) be delivered under the Securities Act of 1933the happening of any event as a result of which the prospectus included in such registration statement, as amended (then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the "SECURITIES ACT") statements therein not misleading or (iii) incomplete in the second anniversary light of the date that circumstances then existing, and at the Registration Statement is declared effective. The Company agrees request of any such seller, prepare and furnish to provide to each Holder such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the final Shelf Registration Statement and the Prospectus and any amendments or supplements thereto.purchasers of such shares, such prospectus shall not include an untrue statement of a material

Registration Procedure. The Subject to Sections 1.1(c) and 1.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Common Shares underlying the Rights, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale by Holder (such shares being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date which is ten (10) business days prior to the date a notice of exercise is delivered by Holder to the Company pursuant to the Right, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") within six as soon as reasonably practicable (6but not later than 30 days) months of after receiving the date of this Agreement Registration Notice a shelf new registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which the Holders consummate the sale of all of their Registrable Securities registered under the Registration Statement, (ii) the date on which all of the Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) 415 (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACTAct") or (iii) a "New Registration Statement"), that complies as to form in all material respects with applicable SEC rules providing for the second anniversary offer and sale by Holder of the date that the Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its best efforts to cause such New Registration Statement is to be declared effectiveeffective by the SEC as soon as practicable. The Company agrees (As used herein, "Registration Statement" and "Prospectus" refer to provide to each Holder a reasonable number of copies of the final Shelf Registration Statement and the Prospectus related prospectus (including any preliminary prospectus and any amendments supplement of any prospectus filed pursuant to Rule 424 or supplements thereto.Rule 430A) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein

Registration Procedure. The Company will cause When required under Section 2 to be filed with effect the Securities and Exchange Commission (the "SEC") within six (6) months registration of the date of this Agreement a shelf registration statement and related prospectus (the "SHELF REGISTRATION STATEMENT") that complies as to form in all material respects with applicable SEC rules providing for the sale by each of the Holders of such Holder's Registrable Securities, the Company shall: (a) prepare and agrees file with the SEC, a Registration Statement with respect to such Registrable Securities (subject which Registration Statement shall, pursuant to Section 1.2 hereofRule 416 under the Securities Act, cover an indeterminate number of additional securities as may be issuable upon the occurrence of an event specified in Rule 416) to and shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. As used herein, "REGISTRATION STATEMENT" and "PROSPECTUS" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus), including any documents incorporated therein by reference. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of such Holder's Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act during the Effectiveness Period; (b) prepare and free file with the SEC such amendments, post-effective 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 material misstatements the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement and as may be necessary to keep the Registration Statement effective for the Effectiveness Period; (c) notify the Holders when a Registration Statement or omissions any post-effective amendment thereto is declared effective by the SEC; (d) provide copies to and permit counsel designated by the Holders to review each Registration Statement and all amendments and supplements thereto no fewer than seven (7) days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; (e) furnish to the Holders and their legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or sending date, as the case may be, one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as each Holder may reasonably request in order to facilitate the preparation and disposition of the Registrable Securities owned by such Holder that are covered by the related Registration Statement; (f) promptly after the filing of any amendments document that is to be incorporated by reference into a Registration Statement or prospectus, provide copies of such document to the Holder(s) of Registrable Securities covered thereby and supplements necessary for any underwriter; (g) register and qualify the securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holder(s); provided, however, that purposethe Company shall not be required to qualify to do business, file a general consent to service of process or subject itself to taxation in any such states or jurisdictions where it would not otherwise be required to so qualify to do business or consent to service of process or subject itself to taxation; (h) until cooperate with the earlier Holder(s) of Registrable Securities and the underwriters, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc.; (i) in the event the Company selects an underwriter for the offering, the Company shall enter into and perform its reasonable obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the underwriter of such offering; (j) if required by the underwriter, or if any Holder is described in the Registration Statement as an underwriter, the Company shall furnish, on the effective date of the Registration Statement (except with respect to clause (i) below) and on the date on which that Registrable Securities are delivered to an underwriter, if any, for sale in connection with the Holders consummate Registration Statement (including any Holder deemed to be an underwriter), (i) (A) in the case of an underwritten offering, an opinion, dated as of the closing date of the sale of all of their Registrable Securities registered to the underwriters, from independent legal counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the underwriters and the Holders participating in such underwritten offering or (B) in the case of an "at the market" offering, an opinion, dated as of or promptly after the effective date of the Registration Statement to the Holders, from independent legal counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in a public offering, addressed to the Holders, and (ii) a letter, dated as of the effective date of such Registration Statement and confirmed as of the applicable dates described above, from the Company's independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters (including any Holder deemed to be an underwriter); (k) use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment; (l) use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed; (m) notify each Holder of Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and take such action as may be required to cure such defect; (n) permit a representative of any Holder of Registrable Securities, any underwriter participating in any disposition pursuant to such registration, and any attorney or accountant retained by such Holder or underwriter, to participate, at such person's own expense, in the preparation of the Registration Statement, and cause the Company's employees to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such registration; (iio) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the date on which all SEC under the Securities Act and the Exchange Act, take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities are eligible for sale pursuant hereunder; and make available to Rule 144(kits security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) (or any successor provisionmonths, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under of the Securities Act (for the purpose of 1933this subsection 3(k), as amended ("Availability Date" means the "SECURITIES ACT") or (iii) 45th day following the second anniversary end of the fourth fiscal quarter that includes the effective date that of such Registration Statement, except that, if such fourth fiscal quarter is the Registration Statement is declared effective. The Company agrees to provide to each Holder a reasonable number of copies last quarter of the final Shelf Registration Statement and Company's fiscal year, "Availability Date" means the Prospectus and any amendments or supplements thereto.90th day after the end of such fourth fiscal quarter); and