Common use of Registration Procedure Clause in Contracts

Registration Procedure. In connection with the registration of the Units under the Securities Act, the Company will: (a) prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, and use its reasonable best efforts to cause such registration statement to remain, effective for the earlier of one year from the Closing Date or until such time as all the Units issued in the Investment are sold. (b) prepare and file with the SEC as soon as is reasonably practicable such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for such period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are sold; (c) furnish to the Holder such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such Holder may reasonably request in order to facilitate the sale of such securities; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating Holder may reasonably request in writing, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listed; (e) notify the Holder promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make statements therein, in the light of the circumstances in which they were made, not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SEC.

Registration Procedure. In connection with effecting the registration of the Units under the Registrable Securities Actas provided in this Agreement, the Company willshall, at its sole expense: (a) prepare Prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, Registrable Securities and use its reasonable best efforts to cause such registration statement to remainbecome effective; provided, effective for however, that before filing with the earlier SEC a registration statement or prospectus or any amendments or supplements thereto, the Company will (i) furnish to counsel selected by Holder copies of one year from all such documents proposed to be filed, which documents will be subject to the Closing Date review of such counsel, and (ii) notify Holder of any stop order issued or until threatened by the SEC and take all reasonable actions required to prevent the entry of such time as all the Units issued in the Investment are sold.stop order or to remove it if entered; (b) prepare Prepare and file with the SEC as soon as is reasonably practicable such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection with such registration statement as may be necessary to keep such registration statement effective for a period of nine (9) months thereafter or such shorter period as may be reasonably necessary which will terminate when all Registrable Securities covered by such registration statement have been sold, and comply with the provisions of the Act with respect to permit such Holder to effect the sale disposition of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldRegistrable Securities covered by such registration statement during such period; (c) furnish Furnish to the Holder such reasonable number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus and including a sufficient number of copies of the final prospectus, final prospectus ) in conformity with the requirements of the Securities Act and such other documents as such Holder may reasonably request in order to facilitate the sale disposition of such securitiesthe Registrable Securities owned by Holder; (d) use Use its reasonable best efforts to register or qualify the securities covered by such registration statement Registrable Securities under such state other securities or blue sky laws of such jurisdictions as shall be reasonably requested by Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable Holder to consummate the disposition in such participating Holder may reasonably request in writingjurisdictions of the Registrable Securities owned by Holder; provided, except that the Company shall not for be required in connection therewith or as a condition thereto to (i) qualify generally to do business in any purpose jurisdiction where it would not otherwise be required to execute qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction, or (iii) file a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listedsuch jurisdiction; (e) notify Use its best efforts to cause the Holder promptly after it shall receive notice thereof of the time when 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 any amendment thereto) has become effective or a supplement operations of the Company to any prospectus forming a part enable Holder to consummate the disposition of such registration statement has been filedRegistrable Securities; (f) as promptly as practicable after becoming aware of such event, Immediately notify such Holder promptly of at any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, of the happening of any event shall have occurred as the a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Company will promptly prepare and furnish to Holder a supplement or amendment to such prospectus or any other so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus as then in effect would include will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, therein not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (ig) promptly after it shall receive notice Enter into such customary agreements and take all such other actions as Holder reasonably requests in order to expedite or obtain knowledge thereof, of facilitate the issuance of any stop order by the SEC suspending the effectiveness disposition of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issuedRegistrable Securities, including customary indemnification; (jh) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates Make available for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide inspection by Holder and its representatives any attorney, accountant or other agent retained by Holder (collectively, the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent "Inspectors"), all financial and other records records, pertinent corporate documents and make available its properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees for questions regarding to supply all information reasonably requested by any such information as it relates to information contained Inspector in the connection with such registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (li) provide Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC. The Company may require Holder and its representatives to furnish to the opportunity Company such information regarding the distribution of such Registrable Securities as the Company may from time to review time reasonably request in writing. Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph 4(f), Holder will forthwith discontinue disposition of Registrable Securities, pursuant to the registration statement covering such Registrable Securities until Holder's receipt of the copies of the supplemented or amended prospectus contemplated by paragraph 4(f), and, if so directed by the Company, Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in paragraph 4(b) shall be extended by the greater of (i) three months or (ii) the number of days during the period from and all amendments thereto a reasonable period including the date of time prior the giving of such notice pursuant to their filing with paragraph 4(f) to and including the SECdate when Holder shall have received the copies of the supplemented or amended prospectus contemplated by paragraph 4(f).

Registration Procedure. In connection with effecting the registration of the Units under the Registrable Securities Actas provided in this Agreement, the Company willshall, at its sole expense: (a) prepare Prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, Registrable Securities and use its reasonable best efforts to cause such registration statement to remainbecome effective; PROVIDED, effective for HOWEVER, that before filing with the earlier SEC a registration statement or prospectus or any amendments or supplements thereto, the Company will (i) furnish to counsel selected by Holder copies of one year from all such documents proposed to be filed, which documents will be subject to the Closing Date review of such counsel, and (ii) notify Holder of any stop order issued or until threatened by the SEC and take all reasonable actions required to prevent the entry of such time as all the Units issued in the Investment are sold.stop order or to remove it if entered; (b) prepare Prepare and file with the SEC as soon as is reasonably practicable such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection with such registration statement as may be necessary to keep such registration statement effective for until April 15, 2002 or such shorter period as may be reasonably necessary which will terminate when all Registrable Securities covered by such registration statement have been sold, and comply with the provisions of the Act with respect to permit such Holder to effect the sale disposition of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldRegistrable Securities covered by such registration statement during such period; (c) furnish Furnish to the Holder such reasonable number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus, final prospectus ) in conformity with the requirements of the Securities Act and such other documents as such Holder may reasonably request in order to facilitate the sale disposition of such securitiesthe Registrable Securities owned by Holder; (d) use Use its reasonable best efforts to register or qualify the securities covered by such registration statement Registrable Securities under such state other securities or blue sky laws of such jurisdictions as shall be reasonably requested by Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable Holder to consummate the disposition in such participating Holder may reasonably request in writingjurisdictions of the Registrable Securities owned by Holder; PROVIDED, except that the Company shall not for be required in connection therewith or as a condition thereto to (i) qualify generally to do business in any purpose jurisdiction where it would not otherwise be required to execute qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction, or (iii) file a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listedsuch jurisdiction; (e) notify Use its best efforts to cause the Holder promptly after it shall receive notice thereof of the time when 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 any amendment thereto) has become effective or a supplement operations of the Company to any prospectus forming a part enable Holder to consummate the disposition of such registration statement has been filedRegistrable Securities; (f) as promptly as practicable after becoming aware of such event, Immediately notify such Holder promptly of at any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, of the happening of any event shall have occurred as the a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Company will promptly prepare and furnish to Holder a supplement or amendment to such prospectus or any other so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus as then in effect would include will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, therein not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (ig) promptly after it shall receive notice Enter into such customary agreements and take all such other actions as Holder reasonably requests in order to expedite or obtain knowledge thereof, of facilitate the issuance of any stop order by the SEC suspending the effectiveness disposition of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issuedRegistrable Securities, including customary indemnification; (jh) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates Make available for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide inspection by Holder and its representatives any attorney, accountant or other agent retained by Holder (collectively, the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent "Inspectors"), all financial and other records records, pertinent corporate documents and make available its properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees for questions regarding to supply all information reasonably requested by any such information as it relates to information contained Inspector in the connection with such registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (li) provide Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC. The Company may require Holder and its representatives to furnish to the opportunity Company such information regarding the distribution of such Registrable Securities as the Company may from time to review time reasonably request in writing. Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph 3(f), Holder will forthwith discontinue disposition of Registrable Securities, pursuant to the registration statement covering such Registrable Securities until Holder's receipt of the copies of the supplemented or amended prospectus contemplated by paragraph 3(f), and, if so directed by the Company, Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in paragraph 3(b) shall be extended by the greater of (i) three months or (ii) the number of days during the period from and all amendments thereto a reasonable period including the date of time prior the giving of such notice pursuant to their filing with paragraph 3(f) to and including the SECdate when Holder shall have received the copies of the supplemented or amended prospectus contemplated by paragraph 3(f).

Registration Procedure. In connection with the registration (a) Seller will keep Purchaser advised in writing of the Units initiation and the completion of each registration, qualification and compliance effected by Seller under the Securities Actthis Agreement. (b) At its expense, the Company Seller will: (ai) prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, and use its reasonable best efforts to cause such registration statement to remain, effective for the earlier of one year from the Closing Date or until such time as all the Units issued in the Investment are sold. (b) prepare and file with the SEC as soon as is reasonably practicable such amendments to such registration statement and supplements to the Shelf Registration Statement and the prospectus contained therein used in connection therewith as may be necessary to keep such registration statement the Shelf Registration Statement effective for such the period as may be reasonably necessary described in Section 4.1(a) and to permit such Holder comply with the provisions of the Securities Act with respect to effect the sale or other disposition of such securities, not the Registrable Shares whenever the Purchaser shall desire to exceed sell or otherwise dispose of the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldRegistrable Shares within that period; (cii) furnish to the Holder Purchaser and any underwriters such reasonable number numbers of copies of the registration statementShelf Registration Statement, amendments and supplements thereto, the prospectus included in the Shelf Registration Statement including any preliminary prospectus, final prospectus and any amendments or supplements thereto, and such other documents documents, as such Holder Purchaser and any underwriters may reasonably request in order to facilitate the sale or other disposition of such securitiesthe Registrable Shares; (diii) use its reasonable best efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating Holder may reasonably request in writing, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified comply with all applicable rules and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listed; (e) notify the Holder promptly after it shall receive notice thereof regulations of the time when such registration statement (SEC, and any amendment thereto) has become effective or a supplement make available to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SECits security holders, as soon as reasonably practicable, upon an earnings statement covering the request period of any such Holderat least twelve months, any amendments or supplements to such beginning with the first fiscal quarter beginning after the effective date of the registration statement, which earnings statement or prospectus which, in shall satisfy the opinion provisions of counsel for such Holder (and concurred in by counsel for the Company), is required under Section 11(a) of the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder;Act; and (hiv) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct Purchaser at any statements or omissions if, at the time when a prospectus relating to such securities the Registrable Shares is required to be delivered under the Securities Act, of the happening of any event shall have occurred of which Seller has knowledge as the a result of which any such the prospectus or any other prospectus included in the Shelf Registration Statement, as then in effect would include effect, contains an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances in which they were made, not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SECthen existing.

Registration Procedure. In connection with effecting the registration of the Units under the Registrable Securities Actas provided in this Agreement, the Company willshall, at its sole expense: (a) prepare Prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, Registrable Securities and use its reasonable best efforts to cause such registration statement to remainbecome effective; provided, effective for however, that before filing with the earlier SEC a registration statement or prospectus or any amendments or supplements thereto, the Company will (i) furnish to counsel selected by Holder copies of one year from all such documents proposed to be filed, which documents will be subject to the Closing Date review of such counsel, and (ii) notify Holder of any stop order issued or until threatened by the SEC and take all reasonable actions required to prevent the entry of such time as all the Units issued in the Investment are sold.stop order or to remove it if entered; (b) prepare Prepare and file with the SEC as soon as is reasonably practicable such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection with such registration statement as may be necessary to keep such registration statement effective for until the date when all Registrable Securities covered by such period as may be reasonably necessary registration statement have been sold, and comply with the provisions of the Act with respect to permit such Holder to effect the sale disposition of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldRegistrable Securities covered by such registration statement during such period; (c) furnish Furnish to the Holder such reasonable number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus and including a sufficient number of copies of the final prospectus, final prospectus ) in conformity with the requirements of the Securities Act and such other documents as such Holder may reasonably request in order to facilitate the sale disposition of such securitiesthe Registrable Securities owned by Holder; (d) use Use its reasonable best efforts to register or qualify the securities covered by such registration statement Registrable Securities under such state other securities or blue sky laws of such jurisdictions as shall be reasonably requested by Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable Holder to consummate the disposition in such participating Holder may reasonably request in writingjurisdictions of the Registrable Securities owned by Holder; provided, except that the Company shall not for be required in connection therewith or as a condition thereto to (i) qualify generally to do business in any purpose jurisdiction where it would not otherwise be required to execute qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction, or (iii) file a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listedsuch jurisdiction; (e) notify Use its best efforts to cause the Holder promptly after it shall receive notice thereof of the time when 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 any amendment thereto) has become effective or a supplement operations of the Company to any prospectus forming a part enable Holder to consummate the disposition of such registration statement has been filedRegistrable Securities; (f) as promptly as practicable after becoming aware of such event, Immediately notify such Holder promptly of at any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, of the happening of any event shall have occurred as the a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Company will promptly prepare and furnish to Holder a supplement or amendment to such prospectus or any other so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus as then in effect would include will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, therein not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (ig) promptly after it shall receive notice Enter into such customary agreements and take all such other actions as Holder reasonably requests in order to expedite or obtain knowledge thereof, of facilitate the issuance of any stop order by the SEC suspending the effectiveness disposition of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issuedRegistrable Securities, including customary indemnification; (jh) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates Make available for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide inspection by Holder and its representatives any attorney, accountant or other agent retained by Holder (collectively, the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent "Inspectors"), all financial and other records records, pertinent corporate documents and make available its properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees for questions regarding to supply all information reasonably requested by any such information as it relates to information contained Inspector in the connection with such registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (li) provide Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC and all applicable laws and regulations including, but not limited to, the Securities Act and the Exchange Act. The Company may require Holder and its representatives to furnish to the opportunity Company such information regarding the distribution of such Registrable Securities as the Company may from time to review time reasonably request in writing. Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph 4(f), Holder will forthwith discontinue disposition of Registrable Securities, pursuant to the registration statement covering such Registrable Securities until Holder's receipt of the copies of the supplemented or amended prospectus contemplated by paragraph 4(f), and, if so directed by the Company, Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in paragraph 4(b) shall be extended by the greater of (i) three months or (ii) the number of days during the period from and all amendments thereto including the date of the giving of such notice pursuant to paragraph 4(f) to and including the date when Holder shall have received the copies of the supplemented or amended prospectus contemplated by paragraph 4(f). Any statements or documents required to be provided to Holder by Company or Company's counsel shall be provided promptly and in any event no later than seven (7) days from the date thereof. Company or its counsel shall keep the Holder informed from time to time on the progress of the registration statement relating to the Registrable Securities, and in any event shall notify Holder promptly in writing that a reasonable period registration statement affecting the Registrable Securities or any portion thereof has become effective, and in any event no later than 72 hours of time prior to their such filing with the SECbecoming effective.

Registration Procedure. In connection with the registration of the Units under the Securities Act(a) With respect to any Piggyback Registration and any Demand Registration, the Company willwill as expeditiously as practicable: (ai) prepare and file with the SEC Commission a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, Registration Statement and use its reasonable best efforts to cause such registration statement Registration Statement to remainbecome effective, effective for the earlier of one year from the Closing Date or until such time as all the Units issued and in the Investment are sold.case of a Demand Registration pursuant to Section 2.2 within 120 days of such Demand Registration; (bii) prepare and file with the SEC as soon as is reasonably practicable Commission such amendments to such registration statement and supplements post-effective amendments to the prospectus contained therein Registration Statement as may be necessary to keep such registration statement the Registration Statement continuously effective for the shorter of (i) 180 days and (ii) such period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all of the Units Shares included in such Registration Statement shall have been sold thereunder, in accordance with the plan(s) of distribution described therein; cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act; and comply with the provisions of the Act applicable to it with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement or in the Investment are soldprospectus, as supplemented; (ciii) furnish to any Piggyback Registrants or Demand Registrants, as the Holder case may be, and the underwriter or underwriters, if any, without charge, at least one signed copy of the Registration Statement and any post-effective amendment thereto, upon request, as soon as such reasonable documents become available to the Company, and such number of conformed copies thereof and such number of copies of the registration statement, prospectus (including each preliminary prospectus) and any amendments or supplements thereto, final prospectus and such other any documents incorporated by reference therein, as such Holder person or underwriter may reasonably request in order to facilitate the sale disposition of the securities being sold by such securitiesperson; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating Holder may reasonably request in writing, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listed; (eiv) notify the Holder promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) has become effective Piggyback Registrants or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SECDemand Registrants, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as case may be necessary to correct any statements or omissions ifbe, at the any time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, of the happening of any event shall have occurred as the a result of which the prospectus included in such Registration Statement contains any such untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the prospectus or any other preliminary prospectus, in light of the circumstances under which they were made) not misleading, and the Company will, as promptly as practicable thereafter prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as then in effect would include an thereafter delivered to the purchasers of such securities, such prospectus will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in under which they were made, not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (iv) promptly after it shall receive notice or obtain knowledge thereofenter into customary agreements (including an underwriting agreement in customary form in the case of an underwritten offering), make such representation and warranties to the sellers and underwriter as in form and substance and scope are customarily made by issuers to underwriters in underwritten offerings and take such other actions as the holders of a majority of the issuance of any stop securities or the managing underwriter or agent, if any, reasonably require in order by to expedite or facilitate the SEC suspending the effectiveness disposition of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly securities; (vi) use its reasonable best efforts to prevent obtain a "cold comfort" letter from the issuance Company's independent public accountants in customary form and covering such matters of any stop order the type customarily covered by "cold comfort" letters as the holders of a majority of the securities being sold or to obtain its withdrawal if such stop order should be issuedthe managing underwriter reasonably request; (jvii) use its reasonable efforts to obtain an opinion or opinions from counsel for the Company in customary form and reasonably satisfactory to such holders, underwriters or agents and their counsel; (viii) make generally available to its security holders earnings statements, which need not be audited, satisfying the provisions of Section 11(a) of the Act no later than 90 Business Days after the end of the 12-month period beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement, which earnings statements shall cover said 12-month period; and (ix) on or prior to the date on which the Registration Statement is declared effective, use its reasonable efforts to register or qualify, and cooperate with Piggyback Registrants or Demand Registrants, as the selling Holder case may be, the managing underwriter or underwriters or agent, if any, and their counsel, the securities covered by the Registration Statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as any such person or underwriter reasonably requests in writing, use its reasonable efforts to facilitate keep each registration or qualification effective, including through new filings, or amendments or renewals, during the timely preparation and delivery of certificates representing the Units period such Registration Statement is required to be sold kept effective and do any and all other acts or things reasonably necessary or advisable to enable the disposition in all such jurisdictions of the securities covered by the applicable Registration Statement provided, however, that the Company will not bearing be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in and such jurisdiction. (b) It shall be a condition precedent to the Company's obligation to register Registrable Securities Act legend; and enable certificates for such Units pursuant to be issued for such numbers of Units and registered in such names the provisions hereof that Piggyback Registrants or Demand Registrants, as the selling Holder case may be, shall provide promptly to the Company such information as the Company may reasonably request at least two business days any time and from time to time upon reasonable prior notice to enable the Company to comply with any applicable law or regulation or to facilitate the preparation of the Registration Statement. (c) The Company shall indemnify and hold harmless each Piggyback Registrant or Demand Registrant, as the case may be, and any underwriter (as defined in the Act) of any Piggyback Registrant's or Demand Registrant's securities and each person, if any, who controls such Piggyback Registrant or Demand Registrant, as the case may be, or such underwriter within the meaning of the Act (but only if such Piggyback Registrant or such underwriter agrees to indemnify the persons mentioned in Section 2.1(d) in the manner set forth in Section 2.1(d)) from and against, and will reimburse each Piggyback Registrant or Demand Registrant, as the case may be, and each such underwriter and controlling person with respect to, any and all claims, losses, damages, liabilities, costs and expenses, insofar as such claims, losses, damages, liabilities, costs and expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in such Registration Statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company shall not be liable in any such case to the extent that any such claim, loss, damage, liability, cost, or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Piggyback Registrant or Demand Registrant, as the case may be, such underwriter, or such controlling person in writing specifically for inclusion therein. (d) In the event that any Piggyback Registrant's securities or Demand Registrant's securities, as the case may be, are included in a Registration Statement, such Piggyback Registrant or Demand Registrant shall indemnify and hold harmless the Company, its directors, officers who have signed such Registration Statement, and each person, if any, who controls the Company within the meaning of the Act from and against, and will reimburse the Company and each such director, officer and controlling person with respect to, any and all claims, losses, damages, liabilities, costs, and expenses to which the Company or any such director, officer, or controlling person may become subject under the Act or otherwise, insofar as such claim, losses, damages, liabilities, costs, or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in conformity with written information furnished by such Piggyback Registrant for inclusion therein provided, however that no Piggyback Registrant or Demand Registrant, as the case may be, shall be required to pay an amount greater than the net cash proceeds received by such Piggyback Registrant or Demand Registrant, as the case may be, with respect to the sale of any Registrable Securities of such Units;Piggyback Registrant or Demand Registrant, as the case may be. (ke) provide Holder Promptly after receipt by an indemnified party, pursuant to the provisions of Section 2.1(d) or 2.1(e) hereof, of notice of the commencement of any action, such indemnified party shall, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Sections 2.1(d) or 2.1(e), notify the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnifying party otherwise than hereunder. In case such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, at the sole expense of the indemnifying party, with counsel reasonably satisfactory to such indemnified party, and after notice of its representatives election so to assume the opportunity defense thereof, the indemnifying party shall not be liable to conduct such indemnified party, pursuant to the provisions of said Sections 2.1(d) or 2.1(e), for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. (f) If for any reason the indemnification provided for in Section 2.1(d) or 2.1(e) is unavailable to an indemnified party, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a reasonable due diligence inquiry result of Company's pertinent financial and other records and make available its officerssuch loss, directors and employees for questions regarding claim, damage, or liability in such information proportion as it relates is appropriate to information contained in reflect not only the registration statement, subject to all information relative benefits received by the Holder indemnified party and its representatives being kept confidential; and the indemnifying party, but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations, provided, however, that no Piggyback Registrant or Demand Registrant, as the case may be, shall be required to contribute an amount greater than the net proceeds received by such Piggyback Registrant or Demand Registrant, as the case may be, with respect to the sale of any Registrable Securities of such Piggyback Registrant or Demand Registrant, as the case may be. No person guilty of fraudulent misrepresentation (lwithin the meaning of Section 11(f) provide Holder and its representatives of the opportunity Act) shall be entitled to review the registration statement and all amendments thereto a reasonable period contribution from any person who was not guilty of time prior to their filing with the SECfraudulent misrepresentation.

Registration Procedure. In connection with Section 4.1 Whenever required under this Agreement to effect the registration of the Units under the Securities Actany Registrable Securities, the Company willNewco shall, as expeditiously as reasonably practicable: (ai) prepare Prepare and file with the SEC as soon as practicable a registration statement on Form S-3 or any successor form new Registration Statement with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, Registrable Securities and use its reasonable best efforts to cause such registration statement Registration Statement to remainbecome effective as promptly as practicable, and keep such Registration Statement continuously effective for up to 120 days; provided, however, that no Registration Statement need remain in effect after all Registrable Securities covered thereby have been sold and the earlier confirmation of one year from sale and prospectus delivery requirements of the Closing Date Securities Act and applicable state securities or until such time as all the Units issued in the Investment are soldblue sky laws have been effected. (bii) prepare 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 term sheet (as such term is used in Rule 434 under the Securities 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 the Holders and any such underwriter for a period of at least two business days. Newco 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 two business days after the receipt thereof. A Holder or such underwriters, if any, may only object to such filing if the Registration Statement, amendment, prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission. (iii) Prepare and file with the SEC as soon as is reasonably practicable such amendments to such registration statement and supplements to such Registration Statement and the prospectus contained therein used in connection with such Registration Statement as may be necessary to keep comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement effective for such period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are sold;Registration Statement. (civ) furnish Furnish to the Holder Holders of Registrable Securities to be registered and to any underwriter, without charge, such number of copies of a prospectus, including each 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 registration statementthen- effective Registration Statement and any post-effective amendment thereto, preliminary prospectusincluding financial statements and schedules, final all documents incorporated therein by reference and all exhibits (including those incorporated by reference). (v) 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 of Registrable Securities covered thereby and any underwriter and make representatives of Newco available for discussion of such document and other documents customary due diligence matters, and include in such document prior to the filing thereof such information as any Holder or any such Holder underwriter may reasonably request in order to facilitate the sale of such securities;request. (dvi) use Use its reasonable best efforts (x) to register or and qualify the securities covered by such registration statement Registration Statement under such state other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders, (y) to keep such participating Holder 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 request necessary or advisable to enable such Holders to consummate the disposition in writingsuch jurisdictions of the securities to be sold by such Holders; provided, except however, that the Company Newco shall not for any purpose be required to execute 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 as a foreign corporation or consent to service of process or subject itself to taxation in any jurisdiction wherein it is not so qualified 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 Newco and take all steps necessary 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 Newco, the Holders and the underwriter(s) may reasonably agree, including customary indemnification and contribution obligations of the type contemplated by Article 8 hereof. Newco agrees to cause the Units participation by senior management of Newco 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 Newco. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; provided, that no Holder shall be listed required to make any 10 representation concerning information in a Registration Statement that is more broad than the information for trading on any securities exchange on which similar Units are listed;such Holder has agreed to provide indemnity under Section 8.2. (ex) Promptly notify each Holder of Registrable Securities covered by a Registration Statement (A) upon discovery that, or upon the Holder promptly after it shall receive notice thereof happening of any event as a result of which, the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration Registration Statement, as then in effect, includes an untrue statement has been filed; 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, (fB) as promptly as practicable after becoming aware of the issuance by the SEC of any stop order suspending the effectiveness of such eventRegistration Statement or the initiation of proceedings for that purpose, notify such Holder promptly (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 to the amending or supplementing prospectus forming a part of such registration statement Registration Statement or prospectus or for (3) additional information; , or (gD) prepare of the receipt by Newco 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 file with the SEC, as soon as practicable, upon at the request of any such HolderHolder promptly prepare, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder other required agency, and furnish to it a reasonable number of the filing copies of a supplement to or an amendment of such amendment or supplement to such registration statement or prospectus as may be necessary or take other action so that, as applicable, (a) as thereafter delivered to correct any statements or omissions ifthe purchasers of such securities, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would shall not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in under which they were made, not misleading. In , (b) such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any 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 statement registration, or the initiation or threatening lifting of any proceeding suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for that purpose shall immediately notify 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 thereof and promptly 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 Newco is notified of the matters to be incorporated in such prospectus supplement or post-effective amendment. (xiii) Otherwise use its reasonable best efforts to prevent comply with all applicable rules and regulations of the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records 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 Newco 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, Newco 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 Newco 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 Newco who have certified Newco'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 Newco's officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to supply all information received 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 Newco, 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. Notwithstanding the foregoing, Newco 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 Newco shall in good faith determine that any such registration would adversely affect an offering or contemplated offering of any securities of Newco or any other contemplated material corporate event (including requiring the premature disclosure of such event); provided that (i) there shall be no more than three such discontinuances during any two-year period, and (ii) if Newco imposes 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 Newco), then Newco shall reimburse the Holder for such printing expenses and all other Registration Expenses incurred in connection therewith by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SECHolder.

Registration Procedure. In connection with effecting the registration of the Units under the Registrable Securities Actas provided in this Agreement, the Company willshall, at its sole expense: (a) prepare Prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, Registrable Securities and use its reasonable best efforts to cause such registration statement to remainbecome effective; provided, effective for however, that before filing with the earlier SEC a registration statement or prospectus or any amendments or supplements thereto, the Company will (i) furnish to counsel selected by Holder copies of one year from all such documents proposed to be filed, which documents will be subject to the Closing Date review of such counsel, and (ii) notify Holder of any stop order issued or until threatened by the SEC and take all reasonable actions required to prevent the entry of such time as all the Units issued in the Investment are sold.stop order or to remove it if entered; (b) prepare Prepare and file with the SEC as soon as is reasonably practicable such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection with such registration statement as may be necessary to keep such registration statement effective for until the date when all Registrable Securities covered by such period as may be reasonably necessary registration statement have been sold, and comply with the provisions of the Act with respect to permit such Holder to effect the sale disposition of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldRegistrable Securities covered by such registration statement during such period; (c) furnish Furnish to the Holder such reasonable number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus and including a sufficient number of copies of the final prospectus, final prospectus ) in conformity with the requirements of the Securities Act and such other documents as such Holder may reasonably request in order to facilitate the sale disposition of such securitiesthe Registrable Securities owned by Holder; (d) use Use its reasonable best efforts to register or qualify the securities covered by such registration statement Registrable Securities under such state other securities or blue sky laws of such jurisdictions as shall be reasonably requested by Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable Holder to consummate the disposition in such participating Holder may reasonably request in writingjurisdictions of the Registrable Securities owned by Holder; provided, except that the Company shall not for be required in connection therewith or as a condition thereto to (i) qualify generally to do business in any purpose jurisdiction where it would not otherwise be required to execute qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction, or (iii) file a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listedsuch jurisdiction; (e) notify Use its best efforts to cause the Holder promptly after it shall receive notice thereof of the time when 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 any amendment thereto) has become effective or a supplement operations of the Company to any prospectus forming a part enable Holder to consummate the disposition of such registration statement has been filedRegistrable Securities; (f) as promptly as practicable after becoming aware of such event, Immediately notify such Holder promptly of at any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, of the happening of any event shall have occurred as the a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Company will promptly prepare and furnish to Holder a supplement or amendment to such prospectus or any other so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus as then in effect would include will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, therein not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (ig) promptly after it shall receive notice Enter into such customary agreements and take all such other actions as Holder reasonably requests in order to expedite or obtain knowledge thereof, of facilitate the issuance of any stop order by the SEC suspending the effectiveness disposition of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issuedRegistrable Securities, including customary indemnification; (jh) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates Make available for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide inspection by Holder and its representatives any attorney, accountant or other agent retained by Holder (collectively, the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent "Inspectors"), all financial and other records records, pertinent corporate documents and make available its properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees for questions regarding to supply all information reasonably requested by any such information as it relates to information contained Inspector in the connection with such registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (li) provide Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC and all applicable laws and regulations including, but not limited to, the Securities Act and the Exchange Act. The Company may require Holder and its representatives to furnish to the opportunity Company such information regarding the distribution of such Registrable Securities as the Company may from time to review time reasonably request in writing. Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph 3(f), Holder will forthwith discontinue disposition of Registrable Securities, pursuant to the registration statement covering such Registrable Securities until Holder's receipt of the copies of the supplemented or amended prospectus contemplated by paragraph 3(f), and, if so directed by the Company, Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in paragraph 3(b) shall be extended by the greater of (i) three months or (ii) the number of days during the period from and all amendments thereto including the date of the giving of such notice pursuant to paragraph 3(f) to and including the date when Holder shall have received the copies of the supplemented or amended prospectus contemplated by paragraph 3(f). Any statements or documents required to be provided to Holder by Company or Company's counsel shall be provided promptly and in any event no later than seven (7) days from the date thereof. Company or its counsel shall keep the Holder informed from time to time on the progress of the registration statement relating to the Registrable Securities, and in any event shall notify Holder promptly in writing that a reasonable period registration statement affecting the Registrable Securities or any portion thereof has become effective, and in any event no later than 72 hours of time prior to their such filing with the SECbecoming effective.

Registration Procedure. In connection with If and whenever any Securities are registered pursuant to the registration provisions of the Units under the Securities Actthis Section 9, the Company willwill use its best efforts to effect the registration and the sale of such Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will as soon as practicable: (a) subject to Section 9.1, prepare and file with the SEC Commission a registration statement on Form S-3 or any successor form Registration Statement with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, Securities and use its reasonable best efforts to cause such registration statement to remain, effective for the earlier of one year from the Closing Date or until such time as all the Units issued in the Investment are sold.become effective; (b) prepare and file with the SEC as soon as is reasonably practicable Commission such amendments, post-effective amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection therewith as may be necessary to keep such registration statement effective for such period as may be reasonably necessary to permit such Holder to effect the sale until all of such securities, not Securities have been disposed of and to exceed comply with the earlier provisions of one year from the Closing Date or until Securities Act with respect to the disposition of such time as all Securities in accordance with the Units intended methods of disposition set forth in the Investment are soldsuch registration statement; (c) furnish to the Holder each Purchaser such reasonable number of copies of the Prospectus included in such registration statement, statement (including each preliminary prospectus, final prospectus Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as such Holder seller may reasonably request in order to facilitate the sale disposition of the Securities owned by such securitiesseller; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement Securities under such state other securities or “blue sky sky” laws of such jurisdictions as any Purchaser reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the disposition in such participating Holder may reasonably request in writingjurisdictions of the Securities owned by such Purchaser; provided, except that the Company shall will not for any purpose be required to execute a qualify generally to do business, subject itself to general taxation or consent to general service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein where it is would not otherwise be required to do so qualified and take all steps necessary to cause the Units to be listed but for trading on any securities exchange on which similar Units are listedthis Section 9.3(c); (e) notify advise the Holder promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such eventPurchasers, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make statements therein, in the light of the circumstances in which they were made, not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that such purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; (jf) cooperate with otherwise use its reasonable best efforts to take all other steps necessary to effect the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale registration of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SECSecurities contemplated hereby.

Registration Procedure. In connection with using its commercially reasonable best efforts to effect the registration of the Units under the Securities Actdescribed in Section 1, the Company willshall, as expeditiously as reasonably possible: (a) prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to register the offer and sale by continuous offering of the Holder of such securities, and cause such registration statement to become, Conversion Shares and use its commercially reasonable best efforts (i) to cause such registration statement to remainbecome effective as soon as reasonably practicable thereafter (provided that before filing such a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish one counsel for Purchasers with copies of all such documents proposed to be filed) and (ii) to cause such registration statement to remain effective for until the earlier of one year from the sale of all Conversion Shares by the Purchasers or their Permitted Assigns or 2 years after the Closing Date Date; provided, however, the Company may withdraw the use of the registration statement upon written notice to the Purchasers or until such their Permitted Assigns for a period or periods of time as all the Units issued not to exceed in the Investment are sold.aggregate 30 days during any 12-month period, if there then exists material, non-public information relating to the Company which, in the reasonable opinion of the Company, would not be appropriate for disclosure during that time; (b) prepare and file with the SEC as soon as is reasonably practicable such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection therewith as may be necessary to keep such registration statement effective for such the period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units specified in the Investment are sold(a) above; (c) furnish to the Holder each Purchaser such reasonable number of copies of the such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), final prospectus and such other documents as such Holder the Purchaser may reasonably request in order to facilitate the sale of such securitiesrequest; (d) use its commercially reasonable best efforts to register or qualify the securities covered by such registration statement shares under such state other securities or blue sky laws of such jurisdictions in the United States of America as the Purchasers request (and to maintain such participating Holder registrations and qualifications effective for the period specified in (a) above, and to do any and all other acts and things which may reasonably request be necessary or advisable to enable the Purchasers to consummate the disposition in writing, except such jurisdictions of such shares (provided that the Company shall will not for any purpose be required to execute a (i) qualify generally to do business in any jurisdiction where it would not be required but for this Section 1.3(d), (ii) subject itself to taxation in any such jurisdiction, or (iii) file any general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listedsuch jurisdiction); (e) notify the Holder promptly after it shall receive notice thereof each Purchaser who is a registered owner of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions ifConvertible Debenture, at the any time when during which a prospectus relating to such securities thereto is required to be delivered under the Securities ActAct within the period that the Company is required to keep a registration statement effective, of the happening of any event shall have occurred as the a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading, and prepare a supplement or amendment to such prospectus or any other so that, as thereafter delivered to the purchasers of such shares, such prospectus as then in effect would include will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in under which they were made, not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (if) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if cause all such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units Conversion Shares to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers quoted on the NASDAQ National Market (or, if the common stock of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to Company is no longer quoted on the sale of such Units; (k) provide Holder and its representatives NASDAQ National Market, listed on the opportunity to conduct a reasonable due diligence inquiry of principal exchange upon which the Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidentialcommon stock is then listed); and (lg) provide Holder enter into such customary agreements (including an underwriting agreement in customary form) and its representatives take all such other actions as the opportunity Purchasers shall reasonably request (and subject to review Purchasers' reasonable approval) in order to expedite or facilitate the registration statement and all amendments thereto a reasonable period disposition of time prior such shares, provided that the Company shall not be required to their filing with the SECenter into any such agreement more than once.

Registration Procedure. (a) In connection with the case of each registration of effected by the Units under the Securities ActCompany pursuant to this Agreement, the Company will: (ai) prepare and file with provide the SEC a registration statement on Form S-3 or any successor form with respect Holders of Registrable Securities to the offer and sale by the Holder of such securities, and cause such registration statement to become, and use its reasonable best efforts to cause such registration statement to remain, effective for the earlier of one year from the Closing Date or until such time as all the Units issued in the Investment are sold. (b) prepare and file with the SEC as soon as is reasonably practicable such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for such period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are sold; (c) furnish to the Holder such reasonable number of copies of registered under the registration statement, preliminary prospectustheir underwriters, final prospectus if any, and such other documents as such Holder may reasonably request their respective counsel and accountants, a reasonable opportunity to participate in order to facilitate the sale preparation of such securitiesregistration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto; (dii) use its reasonable best efforts notify each Holder as to register the filing of the registration statement and of all amendments or qualify supplements thereto filed prior to the securities covered by effective date of such registration statement under such state securities or blue sky laws of such jurisdictions as such participating Holder may reasonably request in writing, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listedstatement; (eiii) notify the Holder each Holder, promptly after it shall receive notice thereof thereof, of the time when such registration statement (and becomes effective or when any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (fiv) as promptly as practicable after becoming aware of such event, notify such each Holder promptly of any request by the SEC Commission for the amending or supplementing of such registration statement or prospectus or for additional information; (gv) prepare and promptly file with the SECCommission, as soon as practicable, upon and promptly notify each Holder of the request of any such Holderfiling of, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the 9 any time when a prospectus relating to such securities the Registrable Securities is required to be delivered under the Securities Act, any event with respect to the Company shall have occurred as the a result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereinmade, in the light of the circumstances in under which they were made, not misleading. In such event, and, in addition, prepare and file with the Company shall provide each Commission, promptly upon the written request of any Holder, as promptly as is any amendments or supplements to such registration statement or prospectus which may be reasonably practicable, that number of copies necessary or advisable in connection with the distribution of the prospectus so amended or supplemented as is reasonably required by each HolderRegistrable Securities; (ivi) prepare promptly upon request of the Holders or any underwriters for the Holders such amendment or amendments to such registration statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of Section 10(a)(3) of the Act, unless, in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of the Company and its stockholders generally for such amendment or amendments to be filed, provided that such deferral does not last longer than 90 days and will not occur more than once in any 12-month period; (vii) advise each Holder promptly after it the Company shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC Commission suspending the effectiveness of any such registration statement or amendment thereto or of the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof purpose, and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal promptly if such stop order should be issued; (jviii) cooperate use its best efforts to qualify as soon as reasonably practicable the Registrable Securities included in the registration statement for sale under the blue sky or other state securities laws of such states and jurisdictions within the United States as shall be reasonably requested by any Holder, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to become subject to taxation or to file a consent to service of process generally in any of the aforesaid states or jurisdictions; (ix) furnish each Holder, as soon as available, copies of any registration statement and each preliminary or final prospectus, or supplement or amendment required to be prepared pursuant hereto, all in such quantities as any Holder may from time to time reasonably request; (x) furnish, at the request of any Holder requesting registration of Registrable Securities 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, if such securities are being sold through underwriters or, if such securities are not being sold through underwriters, on the selling Holder date that the registration statement with respect to facilitate such securities becomes effective, (i) an opinion, dated such date, of the timely preparation and delivery of certificates counsel representing the Units Company for the purposes of such registration, in form and substance as is customarily given by company counsel to the underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the holders requesting registration of Registrable Securities, and (ii) a letter, dated such date, from the independent certified public accountant of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and, if customarily given to holders of securities to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior a registration, to the sale Holders requesting registration of such UnitsRegistrable Securities; (kxi) provide Holder otherwise use its best efforts to comply with all applicable rules and its representatives regulations of the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records Commission, and make available to its officerssecurity holders as soon as reasonably practicable, directors and employees for questions regarding such information as it relates to information contained in but not later than 16 months after the effective date of the registration statement, subject to all information received by an earnings statement covering a period of at least twelve (12) months beginning after the Holder and its representatives being kept confidentialeffective date of the registration statement, which earnings statement shall satisfy the provision of Section 11(a) of the Act; and (lxii) provide Holder enter into and its representatives perform an underwriting agreement with the opportunity managing underwriter, if any, selected as provided in Section 2(b) and 3(b), containing customary (y) terms of offer and sale of the securities, payment provisions, underwriting discounts and commissions, and (z) representations, warranties, covenants, indemnities, terms and conditions provided that the Holders may, at their option, require that any or all agreements on the part of the Company to review and for the benefit of such underwriters shall also be made to and for the benefit of such Holders, any or all of the conditions precedent to the obligations of the Company shall also be conditions precedent to the obligations of such Holders, and all representations and warranties by the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holders, and provided further that such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements reasonably requested by the managing underwriter or otherwise required by law. (b) At the expense of the Company, the Company will keep each registration effected by the Company pursuant to Section 3(a) effective for a period of nine (9) months or until the Holders have completed the distribution described in the registration statement and all amendments thereto relating thereto, whichever first occurs. At the expense of the Holders, together with any other party whose shares are included in such registration (including the Company, either because shares are included in such registration for its own account or because it agreed to pay the expenses of other registering holders), pro rata, on the basis of the number of their shares so registered, the Company will keep each registration effected by the Company pursuant to Section 2 effective for a reasonable period of time prior nine (9) months or until the Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs, unless, in the good faith judgment of the Board of Directors of the Company, it would not be in the best interests of the Company and its stockholders generally for such registration to their filing with be kept effective for such period, provided that such deferral does not last longer than 90 days and will not occur more than once in any 12-month period. In addition to the SECCompany's other rights in respect of expenses in this Agreement, the Company shall have the right, in order to cover such expenses, to deduct the amount of such expenses from the offering proceeds to which the Xxxxxxxxx Trust, the Xxxxxxxxx Foundation and the Fleet National Trust would otherwise have been entitled.

Registration Procedure. In connection Subject to the provisos set forth in the following sentence, the Company shall use commercially reasonable efforts, during the period beginning 15 days prior to the date the Contributors are first permitted to redeem the Units pursuant to the Partnership Agreement and ending 15 days thereafter, to cause to be filed with the Securities and Exchange Commission (the "Commission") a registration statement (an "Issuer Registration Statement") that complies as to form in all material respects with applicable Commission rules providing for the registration of the Units under the Securities Act, the Company will: (a) prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect Redemption Shares to be issued to the offer and sale by the Holder of such securities, and cause such registration statement to become, and Contributors. The Company shall use its commercially reasonable best efforts to cause the Issuer Registration Statement to be declared effective by the Commission as soon as practicable following the filing thereof; provided, that the Company shall be entitled to postpone the filing, or the effectiveness, of the Issuer Registration Statement if (i) the Company is actively pursuing an underwritten primary offering of equity securities, or (ii) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Issuer Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Issuer Registration Statement would be expected, in the Company's reasonable determination, to cause the Issuer Registration Statement to fail to comply with applicable disclosure requirements (each such registration statement circumstance a "Suspension Event"); provided, however, that the Company may not delay the filing, or the effectiveness, of the Issuer Registration Statement for more than 60 days. The Company agrees to remain, use commercially reasonable efforts to keep such Issuer Registration Statement continuously effective for the earlier of one year from the Closing Date or until such time as all the Units issued in the Investment are sold. (b) prepare and file with the SEC as soon as is reasonably practicable such amendments to such registration statement and supplements Contributors no longer own any Units. Anything contained herein to the prospectus contained therein as may be necessary to keep such registration statement effective for such period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are sold; (c) furnish to the Holder such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such Holder may reasonably request in order to facilitate the sale of such securities; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating Holder may reasonably request in writing, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listed; (e) notify the Holder promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus whichcontrary notwithstanding, in the opinion of counsel for such Holder (and concurred in event that the Redemption Shares are issued by counsel for the Company), is required under Company to the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement Contributors pursuant to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make statements therein, in the light of the circumstances in which they were made, not misleading. In such eventIssuer Registration Statement, the Company shall provide each Holder, as promptly as is reasonably practicable, that number be deemed to have satisfied all of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness its registration obligations under this Agreement in respect of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SECRedemption Shares.

Registration Procedure. In connection with If and whenever the Company is required by the provisions of this Agreement to use its best efforts to effect or cause the registration of the Units any Registrable Securities under the Securities ActAct as provided in this Agreement, the Company willshall, as expeditiously as possible: (a) prepare and file with the SEC Commission a registration statement on Form S-3 or any successor an appropriate registration form of the Commission for the disposition of such Registrable Securities in accordance with respect to the offer and sale intended method of deposition thereof, which form (i) shall be selected by the Holder Company and (ii) shall, in the case of such securitiesa shelf registration, be available for the sale of the Registrable Securities by the selling Holders thereof and cause such registration statement shall comply as to becomeform in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith, and the Company shall use its reasonable best efforts to cause such registration statement to remainbecome and remain effective (provided, effective for however, that before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or blue sky laws of any jurisdiction, the earlier Company will furnish to the counsel of one year from the Closing Date or until such time as all the Units issued any Holder participating in the Investment are sold.planned offering and the underwriters, if any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel, and the Company shall not file any registration statement or amendment thereto or any prospectus or supplement thereto to which the holders of a majority of the Registrable Securities covered by such registration statement or the underwriters, if any, shall reasonably object in writing); (b) prepare and file with the SEC as soon as is reasonably practicable Commission such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection therewith as may be necessary to keep such registration statement effective for such period (which shall not be required to exceed 150 days in the case of a registration pursuant to Section 2.1 or 120 days in the case of a registration pursuant to Section 2.2) as may be reasonably necessary any seller of Registrable Securities pursuant to permit such Holder registration statement shall request and to effect comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such securities, not to exceed registration statement in accordance with the earlier intended methods of one year from disposition by the Closing Date seller or until sellers thereof as set forth in such time as all the Units in the Investment are soldregistration statement; (c) furnish furnish, without charge, to each seller of such Registrable Securities and each underwriter, if any, of the Holder securities covered by such reasonable registration statement such number of copies of the such registration statement, each amendment and supplement thereto (in each ease including all exhibits), and the prospectus included in such registration statement (including each preliminary prospectus) in conformity with the requirements of the Securities Act, final prospectus and such other documents documents, as such Holder seller and underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller (the Company hereby consenting to the use in accordance with all applicable law of each such registration statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) by each such seller of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such securitiesregistration statement or prospectus); (d) use its reasonable best efforts to register or qualify the securities Registrable Securities covered by such registration statement under such state other applicable securities or "blue sky sky" laws of such jurisdictions as any sellers of Registrable Securities or any managing underwriter, if any, shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such participating Holder may reasonably request sellers or underwriter, if any, to consummate the disposition of the Registrable Securities in writingsuch jurisdictions, except that in no event shall the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein where it is not so qualified and take all steps necessary to cause would not, but for the Units requirements of this paragraph (d), be required to be listed for trading on so qualified, to subject itself to taxation in any securities exchange on which similar Units are listedsuch jurisdiction or to consent to general service of process in any such jurisdiction; (e) promptly notify the each Holder promptly after it shall receive notice thereof of the time when selling Registrable Securities covered by such registration statement and each managing underwriter, if any; (and i) when the registration statement, any amendment thereto) has become pre-effective amendment, the prospectus or a supplement to any prospectus forming a part of such supplement related thereto or post-effective amendment to the registration statement has been filed; flied and, with respect to the registration statement or any post-effective amendment) when the same has become effective; (fii) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC Commission or state securities authority for amendments or supplements to the amending or supplementing of such registration statement or the prospectus related thereto or for additional information; ; (giii) prepare and file with of the SEC, as soon as practicable, upon issuance by the request Commission of any such Holder, any amendments or supplements to such stop order suspending the effectiveness of the registration statement or prospectus which, 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 of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company becomes aware which results in the opinion registration statement, the prospectus related thereto or any document incorporated therein by reference containing an untrue statement of counsel for such Holder a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading; and (vi) if at any time the representations and concurred warranties contemplated by Section 3 below cease to be true and correct in by counsel for all material respects; and, if the Companynotification relates to an event described in clause (v), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) Company shall promptly prepare and file with furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the SEC and promptly notify such Holder of the filing purchasers of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions ifRegistrable Securities, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would shall not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, therein in the light of the circumstances in under which they were made, made not misleading. In such event; (f) comply with all applicable rules and regulations of the Commission, the Company shall provide each Holderand make generally available to its security holders, as promptly soon as is reasonably practicable, that number of copies practicable after the effective date of the prospectus so amended or supplemented as is reasonably required by each Holderregistration statement (and in any event within 16 months thereafter), an earnings statement (which need not be audited) covering the period of at least twelve consecutive months beginning with the first day of the Company's first calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 1.1 (a) of the Securities Act and Rule 158 thereunder; (i) promptly after it shall receive notice cause all such Registrable Securities covered by such registration statement to be listed on the principal securities exchange on which similar securities issued by the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or obtain knowledge thereof(ii) if no similar securities are then so listed, cause all such Registrable Securities to be, at the Company's option, listed on a national securities exchange or, as a NASDAQ security within the meaning of Rule 11Aa2-1 promulgated by the Commission pursuant to the Exchange Act or, failing that, secure NASDAQ authorization for such shares and without limiting the generality of the issuance of any stop order foregoing, take all actions that may be required by the SEC suspending Company as the effectiveness issuer of such Registrable Securities in order to facilitate the managing underwriter's arranging for the registration of at least two market makers as such with respect to such shares with the National Association of Securities Dealers, Inc. (the "NASD"); (h) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement statement; (i) enter into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as the Holders shall reasonably request in order to expedite or facilitate the initiation or threatening disposition of any proceeding such Registrable Securities, provided that the underwriting agreement if any, shall be reasonably satisfactory in form and substance to the Company. The Holders of the Registrable Securities which are to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that the Company make to and for that purpose shall immediately notify the Holder thereof benefit of such Holders the representations, warranties and promptly use its reasonable best efforts covenants of the Company which are being made to prevent and for the issuance benefit of any stop order or such underwriters and which are of the type customarily provided to obtain its withdrawal if such stop order should be issuedinstitutional investors in secondary offerings; (j) obtain an opinion from the Company's counsel and a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters as are customarily covered by such opinions and "cold comfort" letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to be underwriter if any, and to Holders and furnish to each Holder participating in the offering and to each underwriter, if any, a copy of such opinion and letter addressed to such Holder or underwriter; (k) deliver promptly to each Holder participating in the offering and each underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors or with the Commission or its staff with respect to the registration statement, other than those portions of any such correspondence and memoranda which contain information subject to attorney-client privilege with respect to the Company, and, upon receipt of such confidentiality agreements as the Company may, reasonably request, make reasonably available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter, if any, participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such under after all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; (l) use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement; (m) provide a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement; (n) make reasonably available its employees and personnel and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the Company's businesses and the requirements of the marketing process) in the marketing of Registrable Securities in any underwritten offering; (o) promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus after the initial filing of such registration statement, provide copies of such document to counsel to the selling holders of Registrable Securities and to the managing underwriter, if any, and make the Company's representatives reasonably available for discussion of such document and make such changes in such document prior to the filing thereof as counsel for such selling holders or underwriters may reasonably request; (p) furnish to each Holder participating in the offering and the managing underwriter, without charge, at least one signed copy of the registration statement and any post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (q) cooperate with the selling Holder Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any restrictive legends representing the Registrable Securities Act legend; to be sold, and enable certificates for cause such Units Registrable Securities to be issued for in such numbers of Units denominations and registered in such names as in accordance with the underwriting agreement prior to any Sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the selling Holder may reasonably request Holders of Registrable Securities, at least two three business days prior to the any sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidentialRegistrable Securities; and (lr) provide take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities. The Company may require as a condition precedent to the Company's obligations under this Section 2.4 that each seller of Registrable Securities as to which any registration is being effected furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request provided that such information shall be used only in connection with such registration. Each Holder and its representatives of Registrable Securities agrees that upon receipt of any notice from the opportunity Company of the happening of any event of the kind described in clause (v) of paragraph (e) of this Section 2.4, such Holder will discontinue such Holder's disposition of Registrable Securities pursuant to review the registration statement covering such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4 and if so directed by the Company will deliver to the Company (at the Company's expense) all amendments thereto a reasonable copies, other than permanent file copies, then in such Holder's possession of rite prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. In the event the Company shall give any such notice, the applicable period set forth in paragraph (b) of time prior this Section 2.4 shall be extended by the number of days during such period from and including the date of the giving of such notice to their filing with and including the SECdate when each seller of any Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4.

Registration Procedure. In connection with the Company's registration of the Units under the Securities Actobligations hereunder, the Company willshall as expeditiously as reasonably possible: (a) prepare Prepare and file with the SEC Commission a registration statement Registration Statement on Form S-3 (or any successor form with respect if the Company is not they, eligible to register for resale the offer and sale by the Holder of such securities, and cause Registrable Securities on Form S-3 such registration statement to become, shall be on another appropriate form in accordance herewith) and use its commercially reasonable best efforts to cause the Registration Statement to become effective and remain effective as provided herein; Provided, however that not less than five (5) Business Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall, (i) furnish to the Holder and its Special Counsel copies of all such registration statement documents proposed to remainbe filed, effective for which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the earlier review of one year from the Closing Date or until such time Holder and its Special Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as all the Units issued shall be necessary, in the Investment are soldreasonable opinion of Special Counsel to such Holder, to conduct a reasonable investigation within the meaning of the Securities Act. (bi) prepare Prepare and file with the SEC as soon as is reasonably practicable Commission such amendments to such registration statement and supplements amendments, including post-effective amendments; to the prospectus contained therein Registration Statement as may be necessary to keep such registration statement the Registration Statement continuously effective as to the applicable Registrable Securities for such period the Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as may so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as reasonably necessary possible to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year any comments received from the Closing Date Commission with respect to the Registration Statement or until such time any amendment thereto and as promptly as reasonably possible provide the Holders true and complete copies of all correspondence from and to the Units Commission relating to the Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of as Registrable Securities covered by the Registration Statement during the applicable period ii: accordance with the intended methods of disposition by the Holder thereof set forth in the Investment are sold;Registration Statement as so amended or in such Prospectus as so supplemented. (c) furnish Notify the Holder of Registrable Securities to be sold and its Special Counsel as promptly as reasonably possible (and, in the case of (iXA) below, not less than five (5) days prior to such filing) and (if requested by any such person) confirm such notice in writing no later than three (;) Business Days following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to the Holder such reasonable number of copies of Registration Statement is proposed to be filed; (B) when the registration statement, preliminary prospectus, final prospectus and such other documents as such Holder may reasonably request in order to facilitate Commission notifies the sale Company whether there will be a "review" of such securities; Registration Statement and whenever the Commission comments in writing on such Registration Statement (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating Holder may reasonably request in writing, except that the Company shall not for provide true and complete copies thereof sad all written responses thereto to the Holder); and (C) with respect to the Registration Statement or any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause post-effective amendment, when the Units to be listed for trading on any securities exchange on which similar Units are listed; (e) notify the Holder promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) same has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; effective; (fii) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC Commission or any other Federal or state governmental authority for amendments or supplements to the amending Registration Statement or supplementing of such registration statement or prospectus Prospectus or for additional information; ; (giii) prepare and file with of the SEC, as soon as practicable, upon issuance by the request Commission of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) if at any tine any of the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated hereby ceases to be true and correct in all material respects; (v) 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 Holderpurpose; and (vi) of the occurrence of any event that makes any statement made in the 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 the Registration Statement, any amendments Prospectus or supplements to such registration statement or prospectus whichother documents so that, in the opinion case of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act Registration Statement or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions ifProspectus, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which case may be, it will not contain any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in under which they were made, not misleading. In such event. (d) Use commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the Company shall provide each Holder, as promptly as is reasonably practicable, that number withdrawal of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement the Registration Statement, or (ii) any suspension of the initiation qualification (or threatening exemption from qualification) of any proceeding of the Registrable Securities for that purpose shall immediately notify sale in any jurisdiction, at the earliest practicable moment. (e) Furnish to the Holder thereof and its Special Counsel, without charge, at least one conformed copy of each Registration Statement and each amendment thereto, including financial statements and schedules, 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. (f) Promptly deliver to the Holder and its Special Counsel, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request; and the Company hereby consents to the use its of such Prospectus and each amendment or supplement thereto by the selling Holder in connection with the offering and sate of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (g) Prior to any public offering of Registrable Securities, use commercially reasonable best efforts to prevent the issuance of any stop order register or to obtain its withdrawal if such stop order should be issued; (j) qualify or cooperate with the selling holder and its Special Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under tile securities or Blur Sky laws of such jurisdictions within the United States as the Holder request, 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 a Registration Statement; provided, however, that the Company shall nor be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process in any such jurisdiction where it is no: then so subject or subject the Company to any material tax in any such jurisdiction where it is not then so subject. (h) Cooperate with the Holder to facilitate the timely preparation and delivery of certificates certificate; representing the Units Registrable Securities to be sold delivered to a transferee pursuant to a Registration Statement, which certificates shall be tree, to the extent permitted by applicable law, of all restrictive legends, and not bearing any to enable such Registrable Securities Act legend; and enable certificates for such Units to be issued for in such numbers of Units denominations and registered in such names as the selling Holder may reasonably request at least two business days Business Days prior to the any sale of Registrable Securities. (i) Upon the occurrence of any event contemplated by Section 3(c)(vi), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the 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 the Registration Statement nor such Units;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. (j) Use its best efforts to cause all Registrable Securities relating to such Registration Statement to be listed on the OTCBB, NSM or any other market, if any, on which Common Stock are then listed. (k) provide Make available for inspection by the selling Holder and its representatives any attorney or accountant retained by such selling Holder; at the opportunity to conduct a offices where normally kept, during reasonable due diligence inquiry of Company's pertinent business hours, ail financial and other records records, pertinent corporate documents and make properties of the Company and its subsidiaries, and cave the officers; directors, agents and employees of the Company and its subsidiaries to supply all information in each case reasonably requested by any such Holder, attorney or accountant in connection with the Registration Statement.- provided, however, that any information that is determined in good faith by the Company in writing to be of a confidential nature at the time of delivery of such information shall be :k confidential by such Persons unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities; (ii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by such Person; or (iii) such information becomes available to such Person from a source other than the Company and such source is not known by such Person to be bound by a confidentiality agreement with the Company. (1) Comply with all applicable rules and regulations of the Commission. (m) The Company may require the selling Holder to furnish to the Company such information regarding the distribution of such Registrable Securities and the beneficial ownership of Common Stock held by such Holder as is required by law to be disclosed in the Registration Statement, and the Company may exclude from such registration the Registrable Securities of any such Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company, then such Holder shall have the right to require (if such reference to such Holder by name or otherwise is not required by tire Securities Act or any similar Federal statute then in force) the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required. The Holder covenants and aces that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3(f) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3(s,) and (ii) it and its officers, directors and employees for questions regarding of Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement. The Holder agrees by its acquisition of such information as Registrable Securities that, upon receipt or l notice from the Company of the occurrence of any event of the kind described is Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(c)(vi), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holders receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3(i), or until it relates to information contained is advised in writing (the registration statement, subject to all information received "Advice") by the Holder and its representatives being kept confidential; Company that the use of the applicable Prospectus may be resumed, and (l) provide Holder and its representatives the opportunity , in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SECbe incorporated by reference in such Prospectus or Registration Statement.

Registration Procedure. In connection with (a) If and whenever the Company is required pursuant to Sections 2 or 3 hereof to effect the registration of the Units Registrable Securities under the Securities Act, the Company will, as soon as practicable: (ai) prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, and use its reasonable best efforts to cause such registration statement to remain, become and remain effective as promptly as practicable for such period as may be reasonably necessary to effect the earlier sale of one year from the Closing Date or until such time as all the Units issued in the Investment are sold.securities; (bii) prepare and file with the SEC as soon as is reasonably practicable such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for such period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldtwelve months; (ciii) furnish to the Holder securityholders participating in such reasonable registration and to the underwriters of the securities being registered such number of copies of the registration statementstatement and each such amendment and supplement thereto, all exhibits, the preliminary prospectus, prospectus and final prospectus and such other documents as such Holder securityholders may reasonably request in order to facilitate the sale public offering of such securities; (div) use its reasonable best efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating Holder holders may reasonably request request, use its best efforts to keep such registration or qualification in writingeffect for so long as such registration statement remains in effect, and do any and all other acts and things necessary or desirable to enable such holders to consummate the sale of the respective Registrable Securities owned by such holders, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is would not but for the requirements of this subsection (iv) be obligated to be so qualified and take all steps necessary or to cause the Units consent to be listed for trading on general service of process in any such jurisdiction except where required under blue sky or state securities exchange on which similar Units are listedlaws; (ev) notify the Holder securityholders participating in such registration, promptly after it shall receive notice thereof thereof, of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (fvi) as promptly as practicable after becoming aware of such event, notify such Holder holders promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (gvii) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), which is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units Common Stock by such Holderholder; (hviii) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement use its best efforts to cause all Registrable Securities covered by such registration statement to be registered with or prospectus approved by such other governmental agencies or authorities as may be necessary to correct any statements or omissions ifenable the holder(s) thereof to consummate the disposition of such Registrable Securities in the United States; (ix) notify each holder of Registrable Securities covered by such registration statement, at the time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event shall have occurred as the a result of which, the prospectus 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 not misleading in light of the circumstances under which they were made, and, at the request of any such holder, promptly prepare and file with the SEC and furnish to such holder a reasonable number of copies of any supplement or amendment as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus or any other prospectus as then in effect would shall not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances in under which they were are made, not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (ix) in the event the offering is an underwritten offering, use its best efforts to obtain a "cold comfort" letter from the independent public accountants for the Company in customary form and covering such matters of the type customarily covered by such letters; (xi) make generally available to the holders of Registrable Securities an earnings statement (which need not be audited) for the twelve months beginning after the effective date of a registration statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy Section 11(a) of the Securities Act; (xii) advise such holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (jxiii) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding to such information as it relates to information contained in holders drafts of the registration statement, subject each prospectus or other information document included therein or filed with the SEC and each amendment or supplement thereto and make available for inspection by such holders, any underwriter participating in any disposition pursuant to such registration statement, and any attorneys, accountants or other agents retained by such holders or such 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 received reasonably requested by such holders, underwriters, attorneys, accountants or agents in connection with such registration statement; (xiv) use its best efforts to cause all such Registrable Securities to be listed on or quoted on any securities exchange or national automated quotation system on which the Holder and its representatives being kept confidentialCommon Stock is then traded or quoted; and (lxv) provide Holder and its representatives cause to be maintained a transfer agent and registrar for all such Registrable Securities not later than the opportunity effective date of such registration statement. (b) The Company may require each Purchaser participating in a registration hereunder to review furnish the Company such information regarding such Purchaser and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing and as shall be required by law to effect such registration. (c) Notwithstanding anything contained in the Warrants or in this Agreement, once during any twelve (12) month period after completion of the Company's IPO and after the expiration of sixty (60) days after the lock-up period applicable to the Registrable Securities, and for a period not to exceed forty-five (45) days, the Company shall not be prevented from delaying a registration statement covering the Registrable Securities pursuant to this Agreement, at any time when the Company, in its good faith judgment, reasonably believes that the filing thereof at the time requested, or the offering of Registrable Securities pursuant thereto, would materially and all amendments thereto adversely affect (i) a reasonable period bona fide pending or scheduled public offering of time the Company's securities pursuant to a letter of intent entered into prior to their filing with delivery of a notice by Requesting Holders of registration rights under this Agreement or (ii) an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction by or of the SECCompany.

Registration Procedure. In connection with effecting the registration of the Units under the Registrable Securities Actas provided in this Agreement, the Company willshall, at its sole expense: (a) prepare Prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, Registrable Securities and use its reasonable best efforts to cause such registration statement to remainbecome effective; PROVIDED, effective for HOWEVER, that before filing with the earlier SEC a registration statement or prospectus or any amendments or supplements thereto, the Company will (i) furnish to counsel selected by Holder copies of one year from all such documents proposed to be filed, which documents will be subject to the Closing Date review of such counsel, and (ii) notify Holder of any stop order issued or until threatened by the SEC and take all reasonable actions required to prevent the entry of such time as all the Units issued in the Investment are sold.stop order or to remove it if entered; (b) prepare Prepare and file with the SEC as soon as is reasonably practicable such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection with such registration statement as may be necessary to keep such registration statement effective for a period of not less than ninety (90) days or such shorter period as may be reasonably necessary which will terminate when all Registrable Securities covered by such registration statement have been sold, and comply with the provisions of the Act with respect to permit such Holder to effect the sale disposition of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldRegistrable Securities covered by such registration statement during such period; (c) furnish Furnish to the Holder such reasonable number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus, final prospectus ) in conformity with the requirements of the Securities Act and such other documents as such Holder may reasonably request in order to facilitate the sale disposition of such securitiesthe Registrable Securities owned by Holder; (d) use Use its reasonable best efforts to register or qualify the securities covered by such registration statement Registrable Securities under such state other securities or blue sky laws of such jurisdictions as shall be reasonably requested by Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable Holder to consummate the disposition in such participating Holder may reasonably request in writing, except that jurisdictions of the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listedRegistrable Securities owned by Holder; (e) notify Use its best efforts to cause the Holder promptly after it shall receive notice thereof of the time when 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 any amendment thereto) has become effective or a supplement operations of the Company to any prospectus forming a part enable Holder to consummate the disposition of such registration statement has been filedRegistrable Securities; (f) as promptly as practicable after becoming aware of such event, Immediately notify such Holder promptly of at any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, of the happening of any event shall have occurred as the a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Company will promptly prepare and furnish to Holder a supplement or amendment to such prospectus or any other so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus as then in effect would include will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, therein not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (ig) promptly after it shall receive notice Enter into such customary agreements and take all such other actions as Holder reasonably requests in order to expedite or obtain knowledge thereof, of facilitate the issuance of any stop order by the SEC suspending the effectiveness disposition of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issuedRegistrable Securities, including customary indemnification; (jh) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates Make available for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide inspection by Holder and its representatives any attorney, accountant or other agent retained by Holder (collectively, the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent "Inspectors"), all financial and other records records, pertinent corporate documents and make available its properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees for questions regarding to supply all information reasonably requested by any such information as it relates to information contained Inspector in the connection with such registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (li) provide Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC. The Company may require Holder and its representatives to furnish to the opportunity Company such information regarding the distribution of such Registrable Securities as the Company may from time to review time reasonably request in writing. Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph 3(f), Holder will forthwith discontinue disposition of Registrable Securities, pursuant to the registration statement covering such Registrable Securities until Holder's receipt of the copies of the supplemented or amended prospectus contemplated by paragraph 3(f), and, if so directed by the Company, Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in paragraph 3(b) shall be extended by the greater of (i) three months or (ii) the number of days during the period from and all amendments thereto a reasonable period including the date of time prior the giving of such notice pursuant to their filing with paragraph 3(f) to and including the SECdate when Holder shall have received the copies of the supplemented or amended prospectus contemplated by paragraph 3(f).

Registration Procedure. In connection The Company will use all commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the registration provisions of the Units under the Securities Actthis Agreement, and pursuant thereto the Company will, as expeditiously as possible but subject to the terms hereof: (a1) prepare Prepare and file with the SEC a registration statement on Form S-3 or any successor form Registration Statement with respect to such Registrable Securities on such appropriate and legally available form as the offer and sale by Company in its discretion shall elect (the Holder of such securities, and cause such registration statement to become, "Registration Statement") and use its all commercially reasonable best efforts to cause such registration statement Registration Statement to remainbecome effective (provided that before filing a Registration Statement or prospectus or any amendments or supplements thereto, effective the Company will furnish to the counsel selected and paid for the earlier by HP copies of one year from the Closing Date or until all such time as all the Units issued in the Investment are sold.documents proposed to be filed); (b2) prepare Prepare and file with the SEC as soon as is reasonably practicable such amendments to such registration statement and supplements to such Registration Statement and the prospectus contained therein used in connection therewith (the "Prospectus") as may be necessary to keep such registration statement Registration Statement effective for such a period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of less than one year hundred and eighty (180) days from the Closing Date or until 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 time as all the Units in the Investment are soldRegistration Statement during such period; (c3) furnish to the Holder Furnish each seller of Registrable Securities such reasonable number of copies of such Registration Statement, each amendment and supplement thereto, the registration statement, Prospectus included in such Registration Statement (including each preliminary prospectus, final prospectus Prospectus) and such other documents as such Holder seller may reasonably request in order to facilitate the sale disposition of the Registrable Securities owned by such securitiesseller; (d4) use its Use all commercially reasonable best efforts to register or qualify such Registrable Securities under the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions states and the District of Columbia as any seller of Registrable Securities reasonably requests and do any and all other acts and things which may be reasonably or advisable to enable such participating Holder may reasonably request seller to consummate the disposition in writing, except such states and the District of Columbia of the Registrable Securities owned by HP (provided that the Company shall will not for any purpose be required to execute a general (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 or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listedsuch jurisdiction); (e5) notify the Holder promptly after it shall receive notice thereof Notify each seller of such Registrable Securities of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly happening of any request by event of which the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SECCompany becomes aware, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the 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 prospectus or any other prospectus as then in effect would include Registrable Securities, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in therein not misleading; (6) Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the light Company are then listed; (7) Otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the circumstances in which they were madeSEC, not misleading. In such event, the Company shall provide each Holderand make available to its security holders, as promptly soon as is reasonably practicable, that number an earnings statement covering the period of copies at least twelve months beginning with the first day of the prospectus so amended or supplemented as is reasonably required by each Holder;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 (i) promptly after it shall receive notice or obtain knowledge thereof, 8) In the event of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement a Registration Statement, or the initiation or threatening of any proceeding for that purpose shall immediately notify order suspending or preventing the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order 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 its the withdrawal if such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SECorder.

Registration Procedure. In connection with the registration of the Units Cognex Common Shares under the Securities Act, the Company Cognex will: (a) prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, and use its reasonable best efforts to cause such registration statement to remain, become and remain effective for the earlier of one year two years from the Closing Date Effective Time or until such time as all the Units Cognex Common Shares issued in the Investment Merger are sold.; (b) prepare and file with the SEC as soon as is reasonably practicable such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for such period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year two years from the Closing Date Effective Time or until such time as all the Units Cognex Common Shares issued in the Investment Merger are sold; (c) furnish to the Holder security holders participating in such registration such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such Holder security holders may reasonably request in order to facilitate the sale public offering of such securities; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating Holder holders may reasonably request in writing, except that the Company Cognex shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listedqualified; (e) notify the Holder security holders participating in such registration, promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder holders promptly of any such request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, promptly upon the request of any such Holderholders, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder holders (and concurred in by counsel for the CompanyCognex), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units Cognex Common Shares by such Holderholder; (h) promptly prepare and promptly file with the SEC and promptly notify such Holder holders of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder;; and (i) advise such holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SEC.

Registration Procedure. In connection with If and whenever the Company is required by the provisions of Sections 4 or 5 to use its best efforts to effect the registration of the Units any shares of Restricted Stock under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the SEC Commission a registration statement (which, in the case of an underwritten public offering pursuant to Section 4, shall be on Form S-3 S-1 or any successor other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, securities and use its reasonable best efforts to cause such registration statement to remain, become and remain effective for the earlier period of one year from the Closing Date or until such time distribution contemplated thereby (determined as all the Units issued in the Investment are sold.hereinafter provided); (b) prepare and file with the SEC as soon as is reasonably practicable Commission such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection therewith as may be necessary to keep such registration statement effective for the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Restricted Stock covered by such period as may be reasonably necessary to permit registration statement in accordance with the sellers' intended method of disposition set forth in such Holder to effect the sale of registration statement for such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldperiod; (c) furnish to the Holder each seller of Restricted Stock and to each underwriter such reasonable number of copies of the registration statement, statement and the prospectus included therein (including each preliminary prospectus, final prospectus and such other documents ) as such Holder persons reasonably may reasonably request in order to facilitate the public sale or other disposition of the Restricted Stock covered by such securitiesregistration statement; (d) use its reasonable best efforts to register or qualify the securities Restricted Stock covered by such registration statement under such state the securities or "blue sky sky" laws of such jurisdictions within the United States as such participating Holder may the sellers of Restricted Stock or, in the case of an underwritten public offering, the managing underwriter reasonably request in writingshall request, except provided, however, that the Company shall not for any such purpose be required to execute a general consent qualify generally to service of process or to qualify to do transact business as a foreign corporation in any jurisdiction wherein where it is not so qualified and take all steps necessary or to cause consent to general service of process in any such jurisdiction; (e) use its best efforts to list the Units to be listed for trading on Restricted Stock covered by such registration statement with any securities exchange on which similar Units are listed; (e) notify the Holder promptly after it shall receive notice thereof Common Stock of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filedCompany is then listed; (f) as promptly as practicable after becoming aware immediately notify each seller of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of Restricted Stock and each underwriter under such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions ifstatement, at the any time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, of the happening of any event shall have occurred of which the Company has knowledge as the a result of which any the prospectus contained in such prospectus or any other prospectus registration statement, as then in effect would include effect, includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances in which they were made, not misleading. In such eventthen existing; (g) if the offering is underwritten and at the request of any seller of Restricted Stock, the Company shall provide each Holder, as promptly as use its best efforts to furnish on the date that Restricted Stock is reasonably practicable, that number of copies of delivered to the prospectus so amended or supplemented as is reasonably required by each Holder; underwriters for sale pursuant to such registration: (i) promptly after it shall receive notice or obtain an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge thereofof such counsel, of the issuance of any no stop order by the SEC suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the initiation prospectus, or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts amendment or supplement thereof, comply as to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate form in all material respects with the selling Holder applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two period ending no more than five business days prior to the sale date of such Units;letter) with respect to such registration as such underwriters reasonably may request; and (kh) provide Holder make available for inspection by each seller of Restricted Stock, any underwriter participating in any distribution pursuant to such registration statement, and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent any attorney, accountant or other agent retained by such seller or underwriter, all financial and other records records, pertinent corporate documents and make available its properties of the Company, and cause the Company's officers, directors and employees for questions regarding to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. For purposes of Sections 6(a) and 6(b) and of Section 4(c), the period of distribution of Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Restricted Stock covered thereby or one hundred (120) days after the effective date thereof. In connection with each registration hereunder, the sellers of Restricted Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as it relates reasonably shall be necessary in order to information contained assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 4 or 5 covering an underwritten public offering, the Company and each seller agree to enter into a written agreement with the managing underwriter selected in the registration statement, subject to all information received by manner herein provided in such form and containing such provisions as are customary in the Holder securities business for such an arrangement between such underwriter and its representatives being kept confidential; and (l) provide Holder companies of the Company's size and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SECinvestment stature.

Registration Procedure. In connection with Whenever required under this Agreement to effect the registration of the Units under the Securities Actany Registrable Securities, the Company willshall use its best efforts to effect the registration of such Registrable Securities in accordance with the intended method of disposition thereof and shall, as expeditiously as is reasonably possible: (a) prepare and file with the SEC Securities and Exchange Commission a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, Registrable Securities and use its reasonable best efforts to cause such registration statement to remainbecome effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, effective for the earlier Company will furnish to each Holder of one year from Registrable Securities, each underwriter participating in any disposition pursuant to such registration and to the Closing Date 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, which documents will be subject to the review and, comment of such counsel to the extent such documents relate, to the Holders or until such time as all to the Units issued in the Investment are sold.Registrable Securities); (b) prepare and file with the SEC as soon as is reasonably practicable Securities and Exchange Commission such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than six (6) months 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 as may be reasonably necessary to permit in accordance with the intended methods of disposition by the sellers thereof set forth in such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldregistration statement; (c) furnish to the each Holder of Registrable Securities such reasonable number of copies of the such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus, final prospectus ) and such other documents as such Holder may reasonably request in order to facilitate the sale disposition of the Registrable Securities owned by such securitiesHolder; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement Registrable Securities under such state other securities or blue sky laws of such jurisdictions as any Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such participating Holder may reasonably request to consummate the disposition in writing, except such jurisdictions of the Registrable Securities owned by such Holder (provided that the Company shall not for any purpose be required to execute a general consent (i) qualify generally to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listed;do (e) notify the each Holder promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions ifRegistrable Securities, at the any time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, of the happening of any event shall have occurred as the 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, at the request of any such Holder, the Company shall promptly prepare a supplement or amendment to such prospectus or any other so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus as then in effect would include shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, 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) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; (h) enter into such customary agreements (including underwriting agreements in customary form) on terms and conditions which are acceptable to the light Company and take all such other actions as the holders of a majority of the circumstances Registrable Securities being sold or the underwriters, if any, reasonably request in which they were made, not misleading. In order to expedite or facilitate the disposition of such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each HolderRegistrable Securities; (i) promptly after it shall receive notice request that the underwriters for the Company or obtain knowledge thereofother selling shareholders, if any, to include the Registrable Securities in the offering on the same terms as those being sold by the Company and the other selling shareholders; (j) in the event of the issuance of any stop order by the SEC 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 Shares included in such registration statement or the initiation or threatening for sale of any proceeding for that purpose shall immediately notify jurisdiction, the Holder thereof and promptly Company will use its reasonable best efforts to prevent the issuance of any stop order or promptly to obtain its the withdrawal if of such stop order should be issuedorder; (jk) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) 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; (l) provide each Holder with a copy of all cold comfort letters which are obtained by the Company or the underwriters, if any, from the Company's independent public accountants in connection with the registration statement and the offering of securities thereunder; (n) if requested by the managing underwriter or underwriters or a holder of Registrable Securities being sold in connection with an underwritten offering, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters and the holders of a majority of the Registrable Securities being sold agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold to such underwriters, the purchase price being paid thereof by such underwriters and with respect to any other terms of the underwritten (or best efforts underwriter) offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (o) cooperate with the selling Holder Holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Units Registrable Securities to be sold and not bearing any Securities Act legendrestrictive legends; and enable certificates for such Units Registrable Securities to be issued for in such numbers of Units denominations and registered in such names as the selling Holder managing underwriters may reasonably request at least two (2) business days prior to the any sale of such Units; (k) provide Holder and its representatives Registrable Securities to the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SECunderwriters.

Registration Procedure. In connection with If and whenever the Company is required by the provisions of the Section 2 or 3 to use its best efforts to effect the registration of the Units any transfer of shares of Stock under the Securities Act, the Company will:, as expeditiously as possible, (a) prepare and file with the SEC Commission a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, transfer and use its reasonable best efforts to cause such registration statement to remainbecome and remain effective, effective but not for the earlier of one year from the Closing Date or until such time as all the Units issued in the Investment are sold.any period longer than nine months; (b) prepare and file with the SEC as soon as is reasonably practicable Commission such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection therewith as may be necessary to keep such registration statement effective for effective, and to comply with the provisions of the Securities Act with respect to the transfer of all securities covered by such period as may be reasonably registration statement, including, without limitation, taking all necessary actions whenever the Holder, with respect to permit such Holder shares covered by such registration statement, shall desire to effect dispose of the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldsame; (c) furnish to the Holder Holders such reasonable number of copies of the registration statementa prospectus, including a preliminary prospectus, final prospectus in conformity with the requirements of the Securities Act, and such other documents documents, as such Holder the Holders may reasonably request in order to facilitate the sale disposition of the shares owned by the Holders and covered by such securitiesregistration statement; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement under such state other securities or blue sky laws of such jurisdictions as the Holders shall request, and use its best efforts to do any and all other acts and things which may be reasonably necessary to enable the Holders to consummate the disposition in such participating Holder may reasonably request in writingjurisdiction of the shares owned by the Holders and covered by such registration statement; provided that, except that notwithstanding the foregoing, the Company shall not for any purpose be required to execute register in any jurisdiction as a general broker or dealer of securities or to grant its consent to service of process or to qualify to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified and take all steps necessary to cause solely on account of such intended disposition by the Units to be listed for trading on any securities exchange on which similar Units are listedHolders; (e) notify furnish to the Holder promptly after it shall receive notice thereof Holders a signed copy of an opinion of counsel for the Company, in form and substance acceptable to the Holders, to the effect that: (A) a registration statement covering such dispositions of shares has been filed with the Commission under the Securities Act and has been made effective by order of the time when Commission, (B) such registration statement (and the prospectus contained therein and any amendment thereto) amendments or supplements thereto comply as to form in all material respects with the requirements of the Securities Act, and nothing has become effective or a supplement come to any prospectus forming a part of such counsel's attention which would cause him to believe that the registration statement has been filed; (f) as promptly as practicable after becoming aware of or such eventprospectus, notify such Holder promptly of any request by amendment or supplement, at the SEC for the amending or supplementing of time such registration statement or prospectus amendment became effective or for additional information; (g) prepare and file such supplement was filed with the SECCommission, as soon as practicable, upon the request of contained any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of such prospectus, amendment or supplement, in the light of the circumstances in under which they were made) not misleading (provided that such counsel need not render any opinion with respect to the financial statements and other financial, not misleading. In engineering and statistical data included therein), and (C) to the best of such eventcounsel's knowledge, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any no stop order has been issued by the SEC Commission suspending the effectiveness of such registration statement and no proceedings for the issuance of such a stop order are threatened or contemplated; (f) furnish to the initiation Holders a blue sky survey in the form and of the substance customarily prepared by counsel for the Company and accepted by sellers of securities in similar offerings, discussing and describing the application provisions of the securities or threatening blue sky laws of any proceeding each state or jurisdiction in which the Company shall be required, pursuant to Section 4(d), to register or quality such intended dispositions of such shares, or, in the event counsel for that purpose the underwriters in such offering shall immediately notify be preparing a blue sky survey, cause such counsel to furnish such survey to, and to allow reliance thereon by, the Holder thereof and promptly Holders; (g) otherwise use its reasonable best efforts to prevent comply with all applicable rules and regulations of the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with Commission under the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for the Exchange Act, insofar as they relate to such Units to be issued for registration and such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SEC.;

Registration Procedure. In connection The Company will use all commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the registration provisions of the Units under the Securities Actthis Agreement, and pursuant thereto the Company will, as expeditiously as possible but subject to the terms hereof: (ai) prepare Prepare and file with the SEC Securities and Exchange Commission a registration statement on Form S-3 or any successor form with respect to such Registrable Securities on such appropriate and legally available form as the offer and sale by Company in its discretion shall elect (the Holder of such securities, and cause such registration statement to become, "Registration Statement") and use its all commercially reasonable best efforts to cause such registration statement Registration Statement to remainbecome effective (provided that before filing a Registration Statement or prospectus or any amendments or supplements thereto, effective the Company will furnish to the counsel selected and paid for the earlier by Holder copies of one year from the Closing Date or until all such time as all the Units issued in the Investment are sold. documents proposed to be filed); (bii) prepare Prepare and file with the SEC as soon as is reasonably practicable Securities and Exchange Commission such amendments to such registration statement and supplements to such Registration Statement and the prospectus contained therein used in connection therewith (the "Prospectus") as may be necessary to keep such registration statement Registration Statement effective for such a period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year less than 180 days from the Closing Date or until such time as all effective date of the Units in Registration Statement and comply with the Investment are sold; (c) furnish provisions of the Securities Act with respect to the Holder disposition of all securities covered by such reasonable Registration Statement during such period; (iii) Furnish each seller of Registrable Securities such number of copies of such Registration Statement, each amendment and supplement thereto, the registration statement, prospectus included in such Registration Statement (including each preliminary prospectus, final prospectus ) and such other documents as such Holder seller may reasonably request in order to facilitate the sale disposition of the Registrable Securities owned by such securities; seller; (div) use its Use all commercially reasonable best efforts to register or qualify such Registrable Securities under the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions states and the District of Columbia as any seller of Registrable Securities reasonably requests and do any and all other acts and things which may be reasonably or advisable to enable such participating seller to consummate the disposition in such states and the District of Columbia of the Registrable Securities owned by Holder may reasonably request in writing, except (provided that the Company shall will not for any purpose be required to execute a general (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (d), (b) subject itself to taxation in any such jurisdiction or (c) consent to general service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listedsuch jurisdiction); (ev) notify the Holder promptly after it shall receive notice thereof Notify each seller of such Registrable Securities of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly happening of any request by event of which the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SECCompany becomes aware, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the 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 prospectus or any other prospectus as then in effect would include Registrable Securities, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, therein not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SEC.

Registration Procedure. In connection with Whenever the registration holder of this Warrant has properly requested that any Warrant Shares be registered pursuant to the Units under the Securities Actterms of this Warrant, the Company willshall effect the registration for the sale of such Warrant Shares in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible: (a) prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, Warrant Shares and cause such registration statement to become, and use its reasonable best efforts to cause such registration statement to remain, effective for the earlier of one year from the Closing Date or until such time as all the Units issued in the Investment are sold.become effective; (b) notify such holders of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC as soon as is reasonably practicable such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection therewith as may be necessary to keep comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement effective for during such period as may be reasonably necessary to permit in accordance with the intended methods of disposition by the sellers thereof set forth in such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldregistration statement; (c) furnish to the Holder such reasonable holders such number of copies of the such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus, final prospectus ) and such other documents as such Holder seller may reasonably request in order to facilitate the sale disposition of the Warrant Shares owned by such securitiesholders; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement Warrant Shares under such state other securities or blue sky laws of such jurisdictions as such participating Holder may holders reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such holders to consummate the disposition in writingsuch jurisdictions of the Warrant Shares owned by such holders; provided, except however, that the Company shall not for be required to: (i) qualify generally to do business in any purpose jurisdiction where it would not otherwise be required to execute a general qualify but for this subparagraph; (ii) subject itself to taxation in any such jurisdiction; or (iii) consent to general service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listedsuch jurisdiction; (e) notify the Holder promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions ifholders, at the any time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, of the happening of any event shall have occurred as the a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein, in light of the circumstances in which they are made, not materially misleading, and, at the reasonable request of such holders, the Company shall prepare a supplement or amendment to such prospectus or any other so that, as thereafter delivered to the purchasers of such Warrant Shares, such prospectus as then in effect would include shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were are made, not materially misleading. In ; (f) provide a transfer agent and registrar for all such eventWarrant Shares not later than the effective date of such registration statement; (g) make available for inspection by any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company shall provide each HolderCompany, and cause the Company’s officers, directors, managers, employees and independent accountants to supply all information reasonably requested by any such underwriter, attorney, accountant or agent in connection with such registration statement; (h) comply with all applicable rules and regulations of the SEC, and make available to its security holders, as promptly soon as is reasonably practicable, that number of copies an earnings statement of the prospectus so amended or supplemented as is reasonably required by each HolderCompany, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; (i) promptly after it shall receive notice or obtain knowledge thereof, in the event of the issuance of any stop order by the SEC 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 Warrant Shares included in such registration statement or for sale in any jurisdiction, the initiation or threatening of any proceeding for that purpose Company shall immediately notify the Holder thereof and use reasonable commercial efforts promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its the withdrawal if of such stop order should be issued;order; and (j) cooperate with if the selling Holder offering is underwritten, to facilitate furnish on the timely preparation and delivery date that Warrant Shares are delivered to the underwriters for sale pursuant to such registration, an opinion dated such date of certificates counsel representing the Units to be sold and not bearing any Securities Act legend; and enable certificates Company for the purposes of such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior registration, addressed to the sale of underwriters covering such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding issues as are reasonably required by such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SECunderwriters.

Registration Procedure. In connection with If the Company is required by the provisions of this Section 4 to effect the registration of the Units any of its securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the SEC Commission a registration statement on Form S-3 or any successor form Registration Statement with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, securities and use its reasonable best efforts to cause such registration statement Registration Statement to remain, become and remain effective for a period of time required for the earlier disposition of such securities by the holders thereof, but not to exceed one year from the Closing Date or until such time as all the Units issued in the Investment are sold.year, (b) prepare and file with the SEC as soon as is reasonably practicable Commission such amendments to such registration statement and supplements to such Registration Statement and the prospectus contained therein used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for such period as may be reasonably necessary and to permit such Holder comply with the provisions of the Securities Act with respect to effect the sale or other disposition of all securities covered by such securities, not to exceed Registration Statement until the earlier of one year from the Closing Date or until such time as all of such securities have been disposed of in a public offering or the Units in the Investment are soldexpiration of such Registration Statement as permitted under paragraph (a) above; (c) furnish to the Holder holders of such reasonable securities such number of copies of the registration statementa summary prospectus or other prospectus, including a preliminary prospectus, final prospectus in conformity with the requirements of the Securities Act, and such other documents documents, as such Holder holders may reasonably request in order to facilitate the sale of such securitiesrequest; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement Registration Statement under such state other securities or blue sky laws of such jurisdictions within the United States as the holders of such participating Holder may reasonably securities shall request in writing(provided, except however, that the Company shall not for be obligated to qualify as a foreign corporation to do business under the laws of any purpose be required jurisdiction in which it is not then qualified or to execute a file any general consent to service or process), and do such other reasonable acts and things as may be required of process or it to qualify enable such holders to do business as a foreign corporation consummate the disposition in any such jurisdiction wherein it is not so qualified and take all steps necessary to cause of the Units to be listed for trading on any securities exchange on which similar Units are listedcovered by such Registration Statement; (e) notify furnish, at the Holder promptly after it shall receive notice thereof request of the time when holders of such securities, on the date that the Warrant Shares are delivered to the underwriters for sale pursuant to such registration statement or, if such Warrant Shares are not being sold through underwriters, on the date that the Registration Statement with respect to such Warrant Shares becomes effective, (and any amendment thereto1) has become effective or a supplement to any prospectus forming a part an opinion, dated such date, of the independent counsel representing the Company for the purposes of such registration statement has been filedregistration, addressed to the underwriters, if any, and if the Warrant Shares are not being sold through underwriters, then to such holders, in customary form and covering matters of the type customarily covered in such legal opinions, and (2) a comfort letter dated such date, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and if the Warrant Shares not being sold through underwriters, then to such holders and, if such accountants refuse to deliver such letter to such holders, then to the Company in a customary form and covering matters of the type customarily covered by such comfort letters as the underwriters or such holders shall reasonably request; (f) enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as promptly as practicable after becoming aware are reasonably required in order to expedite or facilitate the disposition of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;securities; and (g) prepare otherwise use its best efforts to comply with all applicable rules and file with regulations of the SECCommission, and make available to its security holders, as soon as reasonably practicable, upon but not later than 18 months after the effective date of the Registration Statement, an earnings statement covering a period of at least 12 months beginning after the effective date of such Registration Statement, which earnings statements shall satisfy the provisions of Section 11 (a) of the Securities Act. It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Section 4 in respect of the securities which are to be registered at the request of any the holders of such Holder, any amendments or supplements securities that such holders shall furnish to the Company such registration statement or prospectus which, in information regarding the opinion securities held by such holders and the intended method of counsel for such Holder (disposition thereof as the Company shall reasonably request and concurred in by counsel for the Company), is as shall be required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make statements therein, in the light of the circumstances in which they were made, not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order action taken by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SEC.

Registration Procedure. In connection with If the Company is required by the provisions of this Section 6 to effect the registration of the Units any of its securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the SEC Commission a registration statement on Form S-3 or any successor form Registration Statement with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, securities and use its reasonable best efforts to cause such registration statement Registration Statement to remain, become and remain effective for a period of time required for the earlier disposition of one year from such securities by the Closing Date or until such time holders thereof, but, except as all the Units issued set forth in the Investment are sold.Section 6.1, not to exceed 180 days; (b) prepare and file with the SEC as soon as is reasonably practicable Commission such amendments to such registration statement and supplements to such Registration Statement and the prospectus contained therein used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for such period as may be reasonably necessary and to permit such Holder comply with the provisions of the Securities Act with respect to effect the sale or other disposition of all securities covered by such securities, not to exceed Registration Statement until the earlier of one year from the Closing Date or until such time as all of such securities have been disposed of in a public offering or the Units in the Investment are soldexpiration of such Registration Statement as permitted under paragraph (a) above; (c) furnish to the Holder holders of such reasonable securities such number of copies of the registration statementa summary prospectus or other prospectus, including a preliminary prospectus, final prospectus in conformity with the requirements of the Securities Act, and such other documents documents, as such Holder holders may reasonably request in order to facilitate the sale of such securitiesrequest; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement Registration Statement under such state other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as the holders of such participating Holder may reasonably securities shall request in writing(PROVIDED, except HOWEVER, that the Company shall not for be obligated to qualify as a foreign corporation to do business under the laws of any purpose be required jurisdiction in which it is not then qualified or to execute a file any general consent to service or process), and do such other reasonable acts and things as may be required of process or it to qualify enable such holders to do business as a foreign corporation consummate the disposition in any such jurisdiction wherein it is not so qualified and take all steps necessary to cause of the Units to be listed for trading on any securities exchange on which similar Units are listedcovered by such Registration Statement; (e) notify furnish, at the Holder promptly after it shall receive notice thereof request of the time when holders of such securities, on the date that the Warrant Shares are delivered to the underwriters for sale pursuant to such registration statement or, if such Warrant Shares are not being sold through underwriters, on the date that the Registration Statement with respect to such Warrant Shares becomes effective, (and any amendment thereto1) has become effective or a supplement to any prospectus forming a part an opinion, dated such date, of the independent counsel representing the Company for the purposes of such registration statement has been filedregistration, addressed to the underwriters, if any, and if the Warrant Shares are not being sold through underwriters, then to such holders, in customary form and covering matters of the type customarily covered in such legal opinions; and (2) a comfort letter dated such date, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and if the Warrant Shares not being sold through underwriters, then to such holders and, if such accountants refuse to deliver such letter to such holders, then to the Company in a customary form and covering matters of the type customarily covered by such comfort letters as the underwriters or such holders shall reasonably request; (f) enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as promptly as practicable after becoming aware are reasonably required in order to expedite or facilitate the disposition of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;securities; and (g) prepare otherwise use its best efforts to comply with all applicable rules and file with regulations of the SECCommission, and make available to its security holders, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make statements therein, in the light of the circumstances in which they were made, not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies but not later than 18 months after the effective date of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly Registration Statement, an earnings statement covering a period of at least 12 months beginning after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness effective date of such registration statement or Registration Statement, which earnings statements shall satisfy the initiation or threatening provisions of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SEC.Section 11(a)

Registration Procedure. In connection with Whenever required under these provisions to effect the registration of the Units under the Securities Actany Registrable Securities, the Company willshall, as expeditiously as possible: (a) prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, and use its reasonable best efforts to cause such registration statement to remain, effective for the earlier of one year from the Closing Date or until such time as all the Units issued in the Investment are sold. (b) prepare and file with the SEC as soon as is reasonably practicable such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for such period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are sold; (c) furnish to the Holder such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such Holder may reasonably request in order to facilitate the sale of such securities; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating Holder may reasonably request in writing, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listed; (e) notify the Holder promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements a Registration Statement with respect to such registration statement Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective, and keep such Registration Statement effective for up to six months or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is shorter period as shall be required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution to sell all of the Units Registrable Securities covered by such HolderRegistration Statement; (hb) promptly prepare and file with the SEC such amendments, post-effective amendments and promptly notify such Holder of the filing of such amendment or supplement supplements to such registration statement or Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to correct comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement; (c) furnish to the Investor, without charge, such number of copies of a prospectus, including a preliminary prospectus, and any amendments or supplements thereto as the Investor may reasonably request and a reasonable number of copies of the 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 filing of any document that is to be incorporated by reference into a Registration Statement or omissions ifprospectus, provide copies of such document to the Investor and any underwriter; (e) use its reasonable best efforts to register and qualify the securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Investor; provided, however, that 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; (f) cooperate with the Investor and the underwriters 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) enter into and perform its obligations under any 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. The Investor shall also enter into and perform its obligations under such an agreement; (h) notify the Investor at the any time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, of the occurrence of any event shall have occurred as the a result of which any the prospectus included in such prospectus or any other prospectus Registration Statement, as then in effect would include 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, at the request of the Investor, the Company will 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 material fact necessary to make the statements therein, in the light of the circumstances in which they were made, therein not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order cause all Registrable Securities covered by the SEC suspending Registration Statement to be listed on each securities exchange or automated quotation system on which the effectiveness Company's shares of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issuedCommon Stock are then listed; (j) furnish, at the request of the Investor, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to these provisions, (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; (k) permit a representative of the Investor, any underwriter participating in any disposition pursuant to such registration and any attorney or accountant retained by the Investor or underwriter, to participate, at each 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; provided, however, that such representatives, underwriters, attorneys or accountants shall enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and (l) cooperate with the selling Holder Investor and the managing underwriters to facilitate the timely preparation and delivery of certificates representing the Units Registrable Securities to be sold and not bearing any Securities Act legend; restrictive legends, and enable certificates for such Units Registrable Securities to be issued for in such numbers of Units denominations and registered in such names as the selling Holder managing underwriters may reasonably request at least two (2) business days prior to the any sale of such Units; (k) provide Holder and its representatives Registrable Securities to the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SECunderwriters.

Registration Procedure. In connection with To effect the registration of the Units Shares under the Securities 1933 Act, the Company willshall: (ai) prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, and use its reasonable best efforts to cause such registration statement to remain, become and remain effective for such period as may be reasonably necessary to effect the earlier sale of one year from the Closing Date or until such time as all the Units issued in the Investment are sold.securities; (bii) prepare and file with the SEC as soon as is reasonably practicable such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for such period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are sold; (ciii) furnish to the Holder Investor such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such Holder Investor and underwriters may reasonably request in order to facilitate the sale public offering of such securities; (div) use its reasonable best efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of the State of Nevada, Arizona, New York and five other states, except that Investor may request such jurisdictions other states in which the Company will register and bear such fees and expenses in connection with such registration, as such participating Holder Investor may reasonably request in writingwithin twenty (20) days following the original filing of such registration statement, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listedqualified; (ev) notify the Holder Investor participating in such registration, promptly after it shall receive notice thereof thereof, of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (fvi) as promptly as practicable after becoming aware of such event, notify such Holder Investor promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (gvii) prepare and file with the SEC, as soon as practicableif necessary, promptly upon the request of any such HolderInvestor, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder Investor (and concurred in by counsel for the Company), is required under the Securities 1933 Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units Shares by such HolderInvestor; (hviii) promptly prepare and promptly file with the SEC SEC, if necessary, and promptly notify such Holder Investor of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities 1933 Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (iix) advise Investor, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (jx) cooperate not file any amendment or supplement to such registration statement or prospectus to which Investor shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the selling Holder to facilitate requirements of the timely preparation 1933 Act or the rules and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request regulations thereunder, after having been furnished with a copy thereof at least two five business days prior to the sale filing thereof, unless in the opinion of counsel for the Company the filing of such Units;amendment or supplement is reasonably necessary to protect the Company from any liabilities under any applicable federal or state law and such filing will not violate applicable law; and (kxi) provide Holder at the request of Investor, furnish on the effective date of the registration statement and, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement: (a) opinions, dated such respective dates, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and its representatives to Investor making, covering such matters as such underwriters and Investor may reasonably request, in which opinion such counsel shall state (without limiting the opportunity generality of the foregoing) that (1) such registration statement has become effective under the 1933 Act; (2) to conduct the best of such counsel’s knowledge no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the 1933 Act; (3) the registration statement and each amendment or supplement thereto comply as to form in all material respects with the requirements of the 1933 Act and the applicable rules and regulations of the SEC thereunder (except that such counsel need express no opinion as to financial statements contained therein); (4) to the best of the knowledge of such counsel neither the registration statement nor any amendment nor supplement thereto contains any untrue statement of a reasonable due diligence inquiry material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except that such counsel need express no opinion as to financial statements contained therein); (5) the description in the registration statement or any amendment or supplement thereto of Company's pertinent financial legal and other records governmental proceedings and make available its officerscontracts are accurate and fairly present the information required to be shown; and (6) such counsel does not know of any legal or governmental proceedings, directors and employees for questions regarding such information pending or threatened, required to be described in the registration statement or any amendment or supplement thereto which are not described as it relates required nor of any contracts or documents or instruments of the character required to information contained be described in the registration statement or amendment or supplement thereto or to be filed as exhibits to the registration statement, subject which are not described or filed as required; and (b) letters, dated such respective dates, from the independent certified public accountants of the Company, addressed to all information received by the Holder underwriters, if any, and its representatives being kept confidential; and to Investor making such request, covering such matters as such underwriters and Investor may reasonably request, in which letters such accountants shall state (lwithout limiting the generality of the foregoing) provide Holder that they are independent certified public accountants within the meaning of the 1933 Act and its representatives that in the opportunity to review opinion of such accountants the financial statements and other financial data of the Company included in the registration statement and or any amendment or supplement thereto comply in all amendments thereto a reasonable period of time prior to their filing material respects with the SEC.applicable accounting requirements of the 1933 Act

Registration Procedure. In connection with effecting the registration of the Units under the Registrable Securities Actas provided in this Agreement, the Company willshall, at its sole expense: (a) prepare Prepare and file with the SEC Commission a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, Registrable Securities and use its reasonable best efforts to cause such registration statement to remainbecome effective; provided, effective for however, that before filing with the earlier Commission a registration statement or prospectus or any amendments or supplements thereto, the Company will (i) furnish to Holder copies of one year from all such documents proposed to be filed, and (ii) notify Holder of any stop order issued or threatened to be issued by the Closing Date Commission and take all reasonable actions required to prevent the entry of such stop order or until such time as all the Units issued in the Investment are sold.to remove it if entered; (b) prepare Prepare and file with the SEC as soon as is reasonably practicable Commission such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection with such registration statement as may be necessary to keep such registration statement effective for such a period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date nine (9) months thereafter or until all Registrable Securities covered by such time as registration statement have been sold, and comply with the provisions of the Securities Act with respect to the disposition of all the Units in the Investment are soldRegistrable Securities covered by such registration statement during such period; (c) furnish Furnish to the Holder such reasonable number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus, final prospectus ) in conformity with the requirements of the Securities Act and such other documents as such Holder may reasonably request in order to facilitate the sale disposition of such securitiesthe Registrable Securities owned by Holder; (d) use Use its reasonable best efforts to register or qualify the securities covered by such registration statement Registrable Securities under such state other securities or blue sky laws of such jurisdictions as shall be reasonably requested by Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable Holder to consummate the disposition in such participating Holder may reasonably request in writingjurisdictions of the Registrable Securities owned by Holder; provided, except that the Company shall not for any purpose be required to execute (i) qualify 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) file a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listedsuch jurisdiction; (e) notify Use its best efforts to cause the Holder promptly after it shall receive notice thereof of the time when 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 any amendment thereto) has become effective or a supplement operations of the Company to any prospectus forming a part enable Holder to consummate the disposition of such registration statement has been filedRegistrable Securities; (f) as promptly as practicable after becoming aware of such event, Immediately notify such Holder promptly of at any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, of the happening of any event shall have occurred as the a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Company will promptly prepare and furnish to Holder a supplement or amendment to such prospectus or any other so that, as thereafter delivered to purchasers of such Registrable Securities, such prospectus as then in effect would include will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading; (g) Enter into such customary agreements and take all such other customary actions as Holder may reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (h) Make available for inspection by Holder all financial and other records, in the light pertinent corporate documents and properties of the circumstances in which they were madeCompany as shall be reasonably necessary to enable Holder to exercise its due diligence responsibilities; and (i) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission and all applicable laws and regulations, including, but not misleading. In such eventlimited to, the Securities Act and the Exchange Act. The Company shall provide each may require Holder to furnish to the Company such information regarding the distribution of such Registrable Securities as the Company may reasonably request in writing. Holder agrees that, upon receipt of any notice from the company of the happening of any event of the kind described in subsection 4(f),Holder will discontinue disposition of Registrable Securities until Holder's receipt of the copies of the amended or supplemented prospectus contemplated in subsection 4(f), as promptly as is reasonably practicableand, that number of if so directed by the Company, Holder will deliver to the Company, at the Company's expense, all copies of the prospectus so covering such Registrable Securities current at the time of the receipt of such notice. In the event of such notice, the period mentioned in subsection 4(b) shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant of subsection 4(f) to and including the date when Holder shall have received the copies of the amended or supplemented as is reasonably required by each Holder; (i) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SECprospectus.

Registration Procedure. In connection with If and whenever the Company is required to effect the registration of the Units any Registrable Securities under the Securities ActAct as provided in this Article 2, the Company willwill as expeditiously as possible: (a) prepare and file with the SEC Commission a registration statement on Form S-3 under the Securities Act (or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, its equivalent) and use its reasonable best efforts to cause such registration statement to remainbecome and remain effective through the one year anniversary of the date of this Agreement. Such registration statement shall be filed as a "shelf registration" pursuant to Rule 415 promulgated under the Securities Act, effective providing for the earlier sale of one year from the Closing Date shares included therein on a delayed or until such time as all the Units issued in the Investment are sold.continuous basis; (b) prepare and file with the SEC as soon as is reasonably practicable Commission such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection therewith as may be necessary to keep comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities covered by such registration statement effective for statement, including, such period amendments and supplements as may be reasonably necessary to permit such Holder to effect reflect the sale intended method of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are solddisposition; (c) furnish use its best efforts to cause such registration statement to be declared effective by the Holder such reasonable number of copies Commission under the Securities Act as soon as practicable to permit the disposition of the registration statement, preliminary prospectus, final prospectus and Registrable Securities by the holders thereof in regular way transactions effected without solicitation of the buyer on The Nasdaq National Market or such other documents as such Holder may reasonably request in order to facilitate exchange or market upon which the sale of such securitiesCompany's shares are traded; (d) use its reasonable best efforts to register or qualify the securities (or to secure an exemption therefrom) all Registrable Securities covered by such registration statement under such state the securities or blue sky laws of such jurisdictions as such participating Holder may the sellers thereof shall reasonably request in writing, except that request. The foregoing shall not obligate the Company shall not for any purpose be required to execute a general consent to service of process or (i) to qualify generally to do business as a foreign corporation in any jurisdiction wherein in 3 which it is not otherwise so qualified and take all steps necessary or subject or (ii) to cause the Units consent to be listed for trading on service of process in any securities exchange on which similar Units are listedsuch jurisdiction or to subject itself to taxation in any such jurisdiction; (e) notify the Holder promptly after it shall receive notice thereof of the time when provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement (from and any amendment thereto) has become after the effective or a supplement to any prospectus forming a part date of such registration statement has been filed;statement; and (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly if the Company shall list or maintain the listing of any request shares of Common Stock on any securities exchange or national market system, use its best efforts to list all Registrable Securities covered by the SEC for the amending or supplementing of such registration statement on any securities exchange or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of national market system on which any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Registrable Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as are then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make statements therein, in the light of the circumstances in which they were made, not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SEClisted.

Registration Procedure. In connection with effecting the registration of the Units under the Registrable Securities Actas provided in this Agreement, the Company willshall, at its sole expense: (a) prepare Prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, Registrable Securities and use its reasonable best efforts to cause such registration statement to remainbecome effective; provided, effective for however, that before filing with the earlier SEC a registration statement or prospectus or any amendments or supplements thereto, the Company will (i) furnish to counsel selected by Holder copies of one year from all such documents proposed to be filed, which documents will be subject to the Closing Date review of such counsel, and (ii) notify Holder of any stop order issued or until threatened by the SEC and take all reasonable actions required to prevent the entry of such time as all the Units issued in the Investment are sold.stop order or to remove it if entered; (b) prepare Prepare and file with the SEC as soon as is reasonably practicable such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection with such registration statement as may be necessary to keep such registration statement effective for a period of nine (9) months thereafter or such shorter period as may be reasonably necessary which will terminate when all Registrable Securities covered by such registration statement have been sold, and comply with the provisions of the Act with respect to permit such Holder to effect the sale disposition of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldRegistrable Securities covered by such registration statement during such period; (c) furnish Furnish to the Holder such reasonable number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus and including a sufficient number of copies of the final prospectus, final prospectus ) in conformity with the requirements of the Securities Act and such other documents as such Holder may reasonably request in order to facilitate the sale disposition of such securitiesthe Registrable Securities owned by Holder; (d) use Use its reasonable best efforts to register or qualify the securities covered by such registration statement Registrable Securities under such state other securities or blue sky laws of such jurisdictions as shall be reasonably requested by Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable Holder to consummate the disposition in such participating Holder may reasonably request in writingjurisdictions of the Registrable Securities owned by Holder; provided, except that the Company shall not for be required in connection therewith or as a condition thereto to (i) qualify generally to do business in any purpose jurisdiction where it would not otherwise be required to execute qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction, or (iii) file a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listedsuch jurisdiction; (e) notify Use its best efforts to cause the Holder promptly after it shall receive notice thereof of the time when 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 any amendment thereto) has become effective or a supplement operations of the Company to any prospectus forming a part enable Holder to consummate the disposition of such registration statement has been filedRegistrable Securities; (f) as promptly as practicable after becoming aware of such event, Immediately notify such Holder promptly of at any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, of the happening of any event shall have occurred as the a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Company will promptly prepare and furnish to Holder a supplement or amendment to such prospectus or any other so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus as then in effect would include will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, therein not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (ig) promptly after it shall receive notice Enter into such customary agreements and take all such other actions as Holder reasonably requests in order to expedite or obtain knowledge thereof, of facilitate the issuance of any stop order by the SEC suspending the effectiveness disposition of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issuedRegistrable Securities, including customary indemnification; (jh) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates Make available for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide inspection by Holder and its representatives any attorney, accountant or other agent retained by Holder (collectively, the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent "Inspectors"), all financial and other records records, pertinent corporate documents and make available its properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees for questions regarding to supply all information reasonably requested by any such information as it relates to information contained Inspector in the connection with such registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (li) provide Otherwise use its best efforts to comply with all applicable rules and regulations of the SEC. The Company may require Holder and its representatives to furnish to the opportunity Company such information regarding the distribution of such Registrable Securities as the Company may from time to review time reasonably request in writing. Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph 4(f), Holder will forthwith discontinue disposition of Registrable Securities, pursuant to the registration statement covering such Registrable Securities until Holder's receipt of the copies of the supplemented or amended prospectus contemplated by paragraph 4(f), and, if so directed by the Company, Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in paragraph 4(b) shall be extended by the greater of (i) three months or (ii) the number of days during the period from and all amendments thereto a reasonable period including the date of time prior the giving of such notice pursuant to their filing with paragraph 4(f) to and including the SECdate when Holder shall have received the copies of the supplemented or amended prospectus contemplated by paragraph 4(f).

Registration Procedure. In connection with Upon the receipt of a request for registration of any Registrable Securities pursuant to Section 2 or Section 3 of this Agreement, Corporation will use its best efforts to effect the registration of the Units under Registrable Securities in accordance with the Securities Actintended method of disposition thereof, the Company willand pursuant thereto Corporation will as expeditiously as possible: (a) prepare 9.1.1 Prepare and file with the SEC Commission a registration statement on Form S-3 or any successor an appropriate form with respect to under the offer and sale by the Holder of such securities, and cause such registration statement to become, Securities Act and use its reasonable best efforts to cause such registration statement to remainbecome effective; provided, effective for that before filing a registration statement or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the earlier initial filing of one year from any registration statement, Corporation will promptly furnish to the Closing Date holders of Registrable Securities and Piggy-Back Registrable Securities to be registered and sold pursuant to this Agreement (the "Registered Holders") and the underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the review of the Registered Holders and the underwriters, and Corporation will not file any registration statement or until amendment thereto, or any prospectus or any supplement thereto (including such time as all documents incorporated by reference) to which the Units issued Registered Holders or the underwriters, if any, shall reasonably object in the Investment are soldlight of the requirements of the Securities Act and any other applicable laws and regulations. (b) prepare 9.1.2 Prepare and file with the SEC as soon as is reasonably practicable Commission such amendments and post-effective amendments to such a registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for the applicable period; cause the related prospectus to be filed pursuant to Rule 424(b) (or any successor provision) under the Securities Act; cause such period prospectus to be supplemented by any required prospectus supplement and, as may so supplemented, to be reasonably necessary filed pursuant to permit such Holder to effect Rule 424(b) (or any successor provision) under the sale Securities Act; and comply with the provisions of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are sold; (c) furnish Securities Act with respect to the Holder such reasonable number disposition of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such Holder may reasonably request in order to facilitate the sale of such securities; (d) use its reasonable best efforts to register or qualify the all securities covered by such registration statement under such state securities or blue sky laws during the applicable period in accordance with the intended methods of such jurisdictions as such participating Holder may reasonably request disposition set forth in writing, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listed; (e) notify the Holder promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make statements therein, in the light of the circumstances in which they were made, not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SECprospectus.

Registration Procedure. In connection with If and whenever the Company is required by the provisions of the Section 2 or 3 to use its best efforts to effect the registration of the Units any transfer of Conversion Shares under the Securities Act, the Company will:, as expeditiously as possible, (a) prepare and file with the SEC Commission a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, transfer and use its reasonable best efforts to cause such registration statement to remainbecome and remain effective, effective but not for the earlier of one year from the Closing Date or until such time as all the Units issued in the Investment are sold.any period longer than nine months; (b) prepare and file with the SEC as soon as is reasonably practicable Commission such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection therewith as may be necessary to keep such registration statement effective for effective, and to comply with the provisions of the Securities Act with respect to the transfer of all securities covered by such period as may be reasonably registration statement, including, without limitation, taking all necessary actions whenever the Holder, with respect to permit such Holder Conversion Shares covered by such registration statement, shall desire to effect dispose of the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldsame; (c) furnish to the Holder Holders such reasonable number of copies of the registration statementa prospectus, including a preliminary prospectus, final prospectus in conformity with the requirements of the Securities Act, and such other documents documents, as such Holder the Holders may reasonably request in order to facilitate the sale disposition of the Conversion Shares owned by the Holders and covered by such securitiesregistration statement; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement under such state other securities or blue sky laws of such jurisdictions as the Holders shall request, and use its best efforts to do any and all other acts and things which may be reasonably necessary to enable the Holders to consummate the disposition in such participating Holder may reasonably request in writingjurisdiction of the Conversion Shares owned by the Holders and covered by such registration statement; provided that, except that notwithstanding the foregoing, the Company shall not for any purpose be required to execute register in any jurisdiction as a general broker or dealer of securities or to grant its consent to service of process or to qualify to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified and take all steps necessary to cause solely on account of such intended disposition by the Units to be listed for trading on any securities exchange on which similar Units are listedHolders; (e) notify furnish to the Holder promptly after it shall receive notice thereof Holders a signed copy of an opinion of counsel for the Company, in form and substance acceptable to the Holders, to the effect that: (A) a registration statement covering such dispositions of Conversion Shares has been filed with the Commission under the Securities Act and has been made effective by order of the time when Commission, (B) such registration statement (and the prospectus contained therein and any amendment thereto) amendments or supplements thereto comply as to form in all material respects with the requirements of the Securities Act, and nothing has become effective or a supplement come to any prospectus forming a part of such counsel's attention which would cause him to believe that the registration statement has been filed; (f) as promptly as practicable after becoming aware of or such eventprospectus, notify such Holder promptly of any request by amendment or supplement, at the SEC for the amending or supplementing of time such registration statement or prospectus amendment became effective or for additional information; (g) prepare and file such supplement was filed with the SECCommission, as soon as practicable, upon the request of contained any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of such prospectus, amendment or supplement, in the light of the circumstances in under which they were made) not misleading (provided that such counsel need not render any opinion with respect to the financial statements and other financial, not misleading. In engineering and statistical data included therein), and (C) to the best of such eventcounsel's knowledge, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any no stop order has been issued by the SEC Commission suspending the effectiveness of such registration statement and no proceedings for the issuance of such a stop order are threatened or contemplated; (f) furnish to the initiation Holders a blue sky survey in the form and of the substance customarily prepared by counsel for the Company and accepted by sellers of securities in similar offerings, discussing and describing the application provisions of the securities or threatening blue sky laws of any proceeding each state or jurisdiction in which the Company shall be required, pursuant to Section 4(d), to register or quality such intended dispositions of such Conversion Shares, or, in the event counsel for that purpose the underwriters in such offering shall immediately notify be preparing a blue sky survey, cause such counsel to furnish such survey to, and to allow reliance thereon by, the Holder thereof and promptly Holders; (g) otherwise use its reasonable best efforts to prevent comply with all applicable rules and regulations of the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with Commission under the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for the Exchange Act, insofar as they relate to such Units to be issued for registration and such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SEC.

Registration Procedure. In Subject to the provisions of Section 2.1 and 2.2, if and whenever the Company is required by the provisions of this Agreement to effect or cause a registration of Registrable Securities, the Company shall use its reasonable best efforts to effect, as soon as practicable (or, to the extent a specific time period is provided herein, in accordance with such time period), in accordance with the intended method(s) of distribution, the registration of such Registrable Securities. Without limiting the generality of the foregoing, in connection with the registration of the Units under the sale of Registrable Securities Actpursuant to this Agreement, the Company willwill as promptly as reasonably practicable: (a) prepare and file with the SEC SEC, (i) a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to becomeRegistration Statement, and use its reasonable best efforts to cause such Registration Statement to become effective within the time periods specified herein and to remain effective under the Securities Act and as required by the terms of this Agreement; provided, however, that the Company may discontinue any registration statement of its securities which are not Registrable Securities at any time prior to remain, the effective for date of the earlier of one year from the Closing Date or until such time as all the Units issued in the Investment are sold. Registration Statement relating thereto and (bii) prepare and file with the SEC as soon as is reasonably practicable such amendments to such registration statement and supplements to such Registration Statement and the prospectus contained therein used in connection with such Registration Statement as may be necessary to keep comply with the provisions of the Securities Act with respect to the distribution of all securities covered by such registration statement effective for such period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldRegistration Statement; (cb) furnish to each Participating Shareholder participating in an underwritten offering without charge, within a reasonable time prior to the Holder filing of a Registration Statement, copies of such reasonable Registration Statement as it is proposed to be filed, and thereafter such number of copies of the registration statementsuch Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto, including each preliminary prospectus), final prospectus copies of any and all transmittal letters or other correspondence with the SEC relating to such Registration Statement and such other documents in such quantities as such Holder Participating Shareholder may reasonably request from time to time in order to facilitate the sale disposition of such securitiesRegistrable Securities, and give each Participating Shareholder and its Representatives a reasonable opportunity to review and comment on the same prior to filing any such documents; (i) cause the Company’s Representatives to supply all information reasonably requested by a Participating Shareholder, any underwriter, or its Representatives in connection with the Registration Statement and (ii) provide each Participating Shareholder, any underwriter and its Representatives with the opportunity to participate in the preparation of such Registration Statement and the related Prospectus; (d) if applicable, use its reasonable best efforts to register or qualify the securities covered by such registration statement Registrable Securities under such state other securities or “blue sky sky” laws of such jurisdictions as such participating Holder may a Participating Shareholder and the underwriters of the securities being registered, if applicable, reasonably request and do any and all other acts and things as may be reasonably necessary or advisable to enable a Participating Shareholder to consummate the disposition of such Registrable Securities in writingsuch jurisdictions; provided, except however, that the Company shall not for any purpose in no event be required to execute a general (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (ii) subject itself to taxation in any jurisdiction where it is not otherwise then so subject, or (iii) consent to general service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein where it is not then so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listedsubject; (e) notify use all reasonable efforts to cause each Registration Statement (including the Holder promptly after it shall receive notice thereof prospectus included therein) and any post-effective amendments thereto, as of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part date of such registration Registration Statement or post-effective amendment and as of the date of the prospectus and during the distribution of the related Registrable Securities, (x) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the SEC and (y) not to contain any untrue statement has been filedof a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of each Participating Shareholder at any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities Registrable Securities is required to be delivered under the Securities Act, of the happening of any event shall have occurred as the a result of which the Prospectus included in a Registration Statement or the Registration Statement or amendment or supplement relating to such Registrable Securities contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Company will promptly prepare and file with the SEC a supplement or amendment to such prospectus or any other and Registration Statement (and comply fully with the applicable provisions of Rules 424, 430A and 430B under the Securities Act in a timely manner) so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus as then in effect would include and Registration Statement will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in under which they were made, not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (ig) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its all reasonable best efforts to prevent the issuance of any stop order, injunction or other order or requirement suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes and advise any underwriters and each Participating Shareholder promptly, and if requested by such Participating Shareholder, confirm such advice in writing, of any such stop order, injunction or other order or requirement, suspension or proceeding. If at any time the SEC shall issue any stop order, injunction or other order or requirement suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order, injunction or other order or requirement suspending the qualification or exemption from qualification of the Registrable Securities under state securities or “blue sky” laws or any proceedings are initiated for any of the preceding purposes, the Company shall use reasonable best efforts to obtain its the withdrawal if or lifting of such stop order should or termination of such proceedings as promptly as practicable; (h) use reasonable best efforts to cause such Registrable Securities to be issuedregistered with or approved by such other Governmental Entities as may be necessary by virtue of the business and operations of the Company to enable each Participating Shareholder to consummate the disposition of such Registrable Securities; provided, however, that the Company shall in no event be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (h), (ii) subject itself to taxation in any jurisdiction where it is not otherwise then so subject, or (iii) consent to general service of process in any jurisdiction where it is not then so subject; (i) enter into customary agreements and use reasonable best efforts to take such other actions as are reasonably requested by each Participating Shareholder and are consistent with the other obligations of the Company hereunder in order to expedite or facilitate any underwritten offering; (j) if requested by a Participating Shareholder, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, and subject to the provisions of this Agreement, such information as such Participating Shareholder may reasonably request to have included therein, including any terms of the underwritten offering and related plan of distribution as specified by the Participating Shareholders, and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such prospectus supplement or post-effective amendment; (k) otherwise use reasonable best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, within the required time period, an earnings statement covering a period of twelve (12) months, beginning with the first fiscal quarter after the effective date of the Registration Statement relating to such Registrable Securities (as the term “effective date” is defined in Rule 158(c) under the Securities Act), which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder or any successor provisions thereto; (l) use reasonable best efforts to provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement not later than the effective date of such Registration Statement; (m) cooperate with the selling Holder any Participating Shareholder and any underwriter to facilitate the timely preparation and delivery of certificates representing the Units Registrable Securities to be sold and under the Registration Statement in a form eligible for deposit with The Depository Trust Company not bearing any restrictive legends and not subject to any stop transfer order with any transfer agent, and cause such Registrable Securities Act legend; and enable certificates for such Units to be issued for in such numbers of Units denominations and registered in such names as the selling Holder lead Shareholder may reasonably request at least two business days prior to in writing in connection with the closing of any sale of such UnitsRegistrable Securities; (kn) provide Holder use reasonable best efforts to cause such Registrable Securities to be listed or quoted on the Agreed Securities Exchange or, if SemGroup Common Shares are not then listed on the Agreed Securities Exchange, then on such other securities exchange or national quotation system on which the SemGroup Common Shares are then listed or quoted; and (o) make available for inspection by any Participating Shareholder, any underwriter participating in any disposition pursuant to such underwritten offering and its representatives any attorney, accountant or other professional retained by any such Participating Shareholder or underwriter (collectively, the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent “Inspectors”), during normal business hours, all financial and other records records, pertinent corporate documents and make available its properties of the Company (collectively, the “Records”) as shall be reasonably requested, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with establishing a defense under Section 11 of the Securities Act with respect to a Registration Statement pursuant to such underwritten offering (subject to, if requested by the Company, the Participating Shareholders and such underwriters entering into customary confidentiality agreements in form and substance reasonably acceptable to the Company); provided, however, that the foregoing inspecting and information gathering on behalf of the Participating Shareholders shall be conducted by one counsel designated by Sellers; and provided further that each such Inspector shall be required to maintain in confidence and not to disclose to any other person (other than each Participating Shareholder and its counsel) any information or records reasonably designated by the Company as being confidential, except as required by Law or to establish a due diligence defense; (p) the Company will cooperate with each Participating Shareholder and each underwriter in effecting any underwritten offering as promptly as reasonably practicable following receipt of a Qualified Offering Request. In connection with any underwritten offering initiated by the Company and not made pursuant to Section 2.1(b), the Company shall be entitled to select the lead underwriter or underwriters. In furtherance of an underwritten offering, the Company will use reasonable best efforts to obtain and deliver to each underwriter and Participating Shareholder a comfort letter (and bring-down comfort letter) from the independent registered public accounting firm for questions regarding such information as it relates to information contained the Company (and additional comfort letters (and bring-down comfort letters) from the independent registered public accounting firm for any company acquired by the Company whose financial statements are included or incorporated by reference in the Registration Statement) in customary form and covering such matters as are customarily covered by comfort letters as such underwriter and Participating Shareholder may reasonably request. The Company will use reasonable best efforts to obtain and deliver to each underwriter and Shareholder a Rule 10b-5 statement and legal opinion from the Company’s counsel in customary form and covering such matters as are customarily covered by Rule 10b-5 statements and legal opinions delivered to underwriters in underwritten offerings as such underwriter and/or Participating Shareholder may reasonably request. The Company and all Participating Shareholders proposing to distribute their Registrable Securities through an underwritten offering initiated by the Company shall enter into an underwriting agreement in customary form, and such other agreements, including, but not limited to, custody agreements and lock-up agreements, requested by the lead underwriter(s), so long as all Participating Shareholders participating in such underwritten offering are required to enter into substantially similar custody agreements or lock-up agreements, as the case may be; provided that no Participating Shareholder shall be required to make any representations or warranties or give any indemnities other than those related to title and ownership of, and power and authority to transfer, shares and as to the accuracy and completeness of statements made in a registration statement, subject prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to all information received the Company or the lead underwriter(s) by the Holder such Participating Shareholder pertaining exclusively to such Participating Shareholder and its representatives being kept confidentialexpressly for inclusion in such registration statement, prospectus or other document; and (lq) provide Holder to the extent the lead underwriter(s) of an underwritten offering shall request, have appropriate officers of the Company prepare and make presentations as part of a customary “road show”, which may be videotaped or otherwise electronically delivered, and other information meetings reasonably organized by the underwriters, in each case upon reasonable advance notice and at mutually agreed times and otherwise use its representatives reasonable best efforts to cooperate as reasonably requested by the opportunity Participating Shareholders and the underwriters in the offering, marketing or selling of the Registrable Securities, provided, however, that the Company shall only be required, following a written request from the Participating Shareholders, to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SECparticipate in any “road show” twice in any 365-day period.

Registration Procedure. In connection with If the Company is required by the provisions of this Section 4 to effect the registration of the Units any of its securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and file with the SEC Commission a registration statement on Form S-3 or any successor form Registration Statement with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, securities and use its reasonable best efforts to cause such registration statement Registration Statement to remain, become and remain effective for a period of time required for the earlier disposition of such securities by the holders thereof, but not to exceed one year from the Closing Date or until such time as all the Units issued in the Investment are sold.year, (b) prepare and file with the SEC as soon as is reasonably practicable Commission such amendments to such registration statement and supplements to such Registration Statement and the prospectus contained therein used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for such period as may be reasonably necessary and to permit such Holder comply with the provisions of the Securities Act with respect to effect the sale or other disposition of all securities covered by such securities, not to exceed Registration Statement until the earlier of one year from the Closing Date or until such time as all of such securities have been disposed of in a public offering or the Units in the Investment are soldexpiration of such Registration Statement as permitted under paragraph (a) above; (c) furnish to the Holder holders of such reasonable securities such number of copies of the registration statementa summary prospectus or other prospectus, including a preliminary prospectus, final prospectus in conformity with the requirements of the Securities Act, and such other documents documents, as such Holder holders may reasonably request in order to facilitate the sale of such securitiesrequest; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement Registration Statement under such state other securities or blue sky laws of such jurisdictions within the United States as the holders of such participating Holder may reasonably securities shall request in writing(provided, except however, that the Company shall not for be obligated to qualify as a foreign corporation to do business under the laws of any purpose be required jurisdiction in which it is not then qualified or to execute a file any general consent to service or process), and do such other reasonable acts and things as may be required of process or it to qualify enable such holders to do business as a foreign corporation consummate the disposition in any such jurisdiction wherein it is not so qualified and take all steps necessary to cause of the Units to be listed for trading on any securities exchange on which similar Units are listedcovered by such Registration Statement; (e) notify furnish, at the Holder promptly after it shall receive notice thereof request of the time when holders of such securities, on the date that the Warrant Shares are delivered to the underwriters for sale pursuant to such registration statement or, if such Warrant Shares are not being sold through underwriters, on the date that the Registration Statement with respect to such Warrant Shares becomes effective, (and any amendment thereto1) has become effective or a supplement to any prospectus forming a part an opinion, dated such date, of the independent counsel representing the Company for the purposes of such registration statement has been filedregistration, addressed to the underwriters, if any, and if the Warrant Shares are not being sold through underwriters, then to such holders, in customary form and covering matters of the type customarily covered in such legal opinions, and (2) a comfort letter dated such date, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and if the Warrant Shares not being sold through underwriters, then to such holders and, if such accountants refuse to deliver such letter to such holders, then to the Company in a customary form and covering matters of the type customarily covered by such comfort letters as the underwriters or such holders shall reasonably request; (f) enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as promptly as practicable after becoming aware are reasonably required in order to expedite or facilitate the disposition of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;securities; and (g) prepare otherwise use its best efforts to comply with all applicable rules and file with regulations of the SECCommission, and make available to its security holders, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make statements therein, in the light of the circumstances in which they were made, not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies but not later than 18 months after the effective date of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly Registration Statement, an earnings statement covering a period of at least 12 months beginning after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness effective date of such registration statement or Registration Statement, which earnings statements shall satisfy the initiation or threatening provisions of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; Section 11 (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SEC.a)

Registration Procedure. In connection with the registration case of any Seller Registration Statement filed by the Units under the Securities ActBuyer pursuant to this Section 11, the Company willBuyer will keep the Seller Representative advised in writing as to the initiation of each registration and as to the progress and completion thereof. At its expense, the Buyer will use reasonable best efforts to: (a) prepare Keep the Seller Registration Statement effective for a period of one hundred twenty (120) days or until the Sellers 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 Seller refrains from selling any Shares at the request of an underwriter of the offering; and (ii) in the case of any registration of Shares that 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 Shares are sold; (b) Prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, and use its reasonable best efforts to cause such registration statement to remain, effective for the earlier of one year from the Closing Date or until such time as all the Units issued in the Investment are sold. (b) prepare and file with the SEC as soon as is reasonably practicable such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection with such registration statement as may be necessary to keep comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement effective for such period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldstatement; (c) furnish Furnish such number of prospectuses and other documents incident thereto, including a preliminary prospectus and any amendment of or supplement to the Holder such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such Holder a Seller from time to time may reasonably request in order to facilitate the sale of such securitiesrequest; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating Holder may reasonably request in writing, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listed; (e) notify the Holder promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions ifNotify each Seller, at the any time when a prospectus relating to such securities the Shares is required to be delivered under the Securities Act, of the happening of any event shall have occurred as the a result of which any such the prospectus or any other prospectus included in the Seller Registration Statement, as then in effect would 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 or incomplete in the light of the circumstances then existing, and at the request of any such Seller, prepare and furnish to 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 purchasers of such Shares, such prospectus shall not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein, therein not misleading or incomplete in the light of the circumstances in which they were made, not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holderthen existing; (ie) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order Cause all Shares to be listed on each securities exchange on which similar securities issued by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly Buyer are then listed; and (f) Otherwise use its reasonable best efforts to prevent the issuance comply with all applicable rules and regulations of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SEC.

Registration Procedure. (a) In connection with the registration event that a Minority Investor requests that any of the Units under the its Current Equity Securities Actbe registered pursuant to this Article IV, subject to Section 4.1(b) hereof, the Company willwill use its commercially reasonable best efforts to effect the registration and sale of such Current Equity Securities in accordance with the intended method of disposition thereof and as soon as possible: (ai) prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, Current Equity Securities and use its commercially reasonable best efforts to cause such registration statement to remainbecome effective as soon as practicable thereafter; and before filing a registration statement or prospectus or any amendments or supplements thereto, effective for furnish to the earlier Minority Investors and the underwriter or underwriters, if any, copies of one year from the Closing Date or until all such time as all the Units issued documents proposed to be filed, including documents incorporated by reference in the Investment are sold.prospectus and, if requested by the Minority Investors, the exhibits incorporated by reference, and the Minority Investors (and the underwriter(s), if any) shall have the opportunity to review and comment thereon, and the Company will make such changes and additions thereto as reasonably requested by the Minority Investors (and the underwriter(s), if any) prior to filing any registration statement or amendment thereto or any prospectus or any supplement thereto; (bii) prepare and file with the SEC as soon as is reasonably practicable such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection therewith as may be necessary required to keep such registration statement effective for a period of not less than 180 days, or such shorter period as is necessary to complete the distribution of the securities covered by such 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 as may be reasonably necessary to permit in accordance with the intended methods of disposition by the Minority Investors set forth in such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldregistration statement; (ciii) furnish to the Holder Minority Investors such reasonable number of copies of the such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus, final prospectus ) and such other documents as such Holder the Minority Investors and any underwriter(s) may reasonably request in order to facilitate the sale disposition of such securitiesthe Current Equity Securities; (div) use its commercially reasonable best efforts to register or qualify the securities covered by such registration statement Current Equity Securities under such state other securities or blue sky laws of such jurisdictions as any Minority Investor and any underwriter(s) reasonably requests and do any and all other acts and things that may be reasonably necessary or advisable to enable any Minority Investor and any underwriter(s) to consummate the disposition in such participating Holder may reasonably request in writing, except that the Company shall not for any purpose be required to execute a general consent to service jurisdictions of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listedsuch Current Equity Securities; (ev) notify the Holder promptly after it shall receive notice thereof of the time when such registration statement (Minority Investors and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Companyunderwriter(s), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct at any statements or omissions if, at the time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, of the occurrence of any event shall have occurred as the a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading, and, at the request of any Minority Investor or any underwriter(s), the Company shall prepare a supplement or amendment to such prospectus or any other so that, as thereafter delivered to the purchasers of such Current Equity Securities, such prospectus as then in effect would include shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements thereintherein not misleading; (vi) in the case of an underwritten offering, (i) enter into such agreements (including underwriting agreements in customary form) as are customary in an underwritten offering and all of the representations and warranties by, and the other agreements on the part of, the Company in the underwriting agreement and other agreements to and for the benefit of such underwriters, shall also be made for the benefit of the Minority Investors for the limited purpose of its participation in such offering, (ii) take all such other actions as the Minority Investors or the underwriter(s) reasonably request in order to expedite or facilitate the disposition of such Current Equity Securities (including, without limitation, causing senior management and other the Company personnel to cooperate with the Minority Investors and the underwriter(s) in connection with performing due diligence) and (iii) use its commercially reasonable best efforts to cause its counsel to issue opinions of counsel in form, substance and scope as are customary in primary underwritten offerings, addressed and delivered to the underwriter(s) and the Minority Investors; (vii) make available for inspection by the Minority Investors, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by the Minority Investors or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and use its reasonable efforts to cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by the Minority Investors, underwriter, attorney, accountant or agent in connection with such registration statement; (viii) use its commercially reasonable best efforts to cause all such Current Equity Securities to be listed on each securities exchange on which the Current Equity Securities of the Company are then listed; (ix) provide a transfer agent and registrar for all Current Equity Securities not later than the effective date of such registration statement; (x) if requested, use its commercially reasonable best efforts to cause to be delivered, immediately prior to the pricing of any underwritten offering, immediately prior to effectiveness of each registration statement (and, in the light case of an underwritten offering, at the time of closing of the circumstances sale of Current Equity Securities pursuant thereto), letters from the Company’s independent registered public accountants addressed to the Minority Investors and each underwriter, if any, stating that such accountants are independent public accountants within the meaning of the Securities Act (and the applicable rules and regulations adopted by the SEC thereunder) or other applicable rule or regulation, and otherwise in which they were madecustomary form and covering such financial and accounting matters as are customarily covered by letters of the independent registered public accountants delivered in connection with primary underwritten public offerings; and (xi) promptly notify the Minority Investors and the underwriter or underwriters, not misleading. In such eventof the following events, if any: (1) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement or post-effective amendment to the registration statement has been filed and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (2) of any written request by the Applicable Regulator for amendments or supplements to the registration statement or prospectus; (3) of the notification to the Company by the Applicable Regulator of its initiation of any proceeding with respect to the issuance by the Applicable Regulator of any stop order suspending the effectiveness of the registration statement; and (4) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Equity Securities for sale under the applicable securities or blue sky laws of any jurisdiction. (b) With respect to any registration that includes Current Equity Securities owned by the Minority Investors, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of make available to the prospectus so amended or supplemented as is reasonably required by each Holder; Minority Investors (i) promptly after it shall receive notice the same is prepared and publicly distributed, filed with the Applicable Regulator, or obtain knowledge thereofreceived by the Company, copies of each registration statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of the issuance Company to the Applicable Regulator, and each item of correspondence from the Applicable Regulator, in each case relating to such registration statement, and (ii) such number of copies of a prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as any stop Minority Investor or any underwriter may reasonably request in order by to facilitate the SEC suspending disposition of the Current Equity Securities. The Company will promptly notify the Minority Investors of the effectiveness of each registration statement or any post-effective amendment. The Company will respond reasonably promptly to any and all comments received from the Applicable Regulator, with a view towards causing each registration statement or any amendment thereto to be declared effective by the Applicable Regulator as soon as practicable and shall file an acceleration request as soon as practicable following the resolution or clearance of all comments by the Applicable Regulator, if applicable, following notification by the Applicable Regulator that any such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should amendment thereto will not be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SECreview.

Registration Procedure. In connection with If and whenever the Company is required by the provisions of the Section 2 or 3 to use its best efforts to effect the registration of the Units any transfer of shares of Stock under the Securities Act, the Company will:, as expeditiously as possible, (a) prepare and file with the SEC Securities and Exchange Commission ("Commission") a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, transfer and use its reasonable best efforts to cause such registration statement to remainbecome and remain effective, effective but not for the earlier of one year from the Closing Date or until such time as all the Units issued in the Investment are sold.any period longer than nine months; (b) prepare and file with the SEC as soon as is reasonably practicable Commission such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection therewith as may be necessary to keep such registration statement effective for effective, and to comply with the provisions of the Securities Act with respect to the transfer of all securities covered by such period as may be reasonably registration statement, including, without limitation, taking all necessary actions whenever the Holder, with respect to permit such Holder shares covered by such registration statement, shall desire to effect dispose of the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldsame; (c) furnish to the Holder Holders such reasonable number of copies of the registration statementa prospectus, including a preliminary prospectus, final prospectus in conformity with the requirements of the Securities Act, and such other documents documents, as such Holder the Holders may reasonably request in order to facilitate the sale disposition of the shares owned by the Holders and covered by such securitiesregistration statement; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement under such state other securities or blue sky laws of such jurisdictions as the Holders shall request, and use its best efforts to do any and all other acts and things which may be reasonably necessary to enable the Holders to consummate the disposition in such participating Holder may reasonably request in writingjurisdiction of the shares owned by the Holders and covered by such registration statement; provided that, except that notwithstanding the foregoing, the Company shall not for any purpose be required to execute register in any jurisdiction as a general broker or dealer of securities or to grant its consent to service of process or to qualify to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified solely on account of such intended disposition by the Holders; (e) furnish to the Holders a signed copy of an opinion of counsel for the Company, in form and take substance acceptable to the Holders, to the effect that: (A) a registration statement covering such dispositions of shares has been filed with the Commission under the Securities Act and has been made effective by order of the Commission, (B) such registration statement and the prospectus contained therein and any amendments or supplements thereto comply as to form in all steps material respects with the requirements of the Securities Act, and nothing has come to such counsel's attention which would cause him to believe that the registration statement or such prospectus, amendment or supplement, at the time such registration statement or amendment became effective or such supplement was filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein (in the case of such prospectus, amendment or supplement, in the light of the circumstances under which they were made) not misleading (provided that such counsel need not render any opinion with respect to the financial statements and other financial, engineering and statistical data included therein), and (C) to the best of such counsel's knowledge, no stop order has been issued by the Commission suspending the effectiveness of such registration statement and no proceedings for the issuance of such a stop order are threatened or contemplated; (f) furnish to the Holders a blue sky survey in the form and of the substance customarily prepared by counsel for the Company and accepted by sellers of securities in similar offerings, discussing and describing the application provisions of the securities or blue sky laws of each state or jurisdiction in which the Company shall be required, pursuant to Section 4(d) hereof, to register or quality such intended dispositions of such shares, or, in the event counsel for the underwriters in such offering shall be preparing a blue sky survey, cause such counsel to furnish such survey to, and to allow reliance thereon by, the Units Holders; (g) otherwise use its best efforts to be listed for trading comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act, insofar as they relate to such registration and such registration statement; (h) use its best efforts to list such shares on any securities exchange on which similar Units any securities of the Company are listed;then listed or to admit such shares for trading in any national market system in which any securities of the Company are then admitted for trading, if the listing or admission of such securities is then permitted under the rules of such exchange or system; and (ei) notify the Holder promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such each Holder, at any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities the shares is required to be delivered under the Securities Act, of the happening of any event shall have occurred as the 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, at the request of any such Holder, the Company shall prepare a supplement or amendment to such prospectus or any other so that, as thereafter delivered to the purchasers of such shares, such prospectus as then in effect would include shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, therein not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SEC.

Registration Procedure. In connection with Whenever required under these provisions to effect the registration of the Units under the Securities Actany Registrable Securities, the Company willshall: (a) with respect to a demand registration pursuant to Section 2, (i) prepare and file with the SEC within 30 days of receiving a registration statement request as described in Section 2, a Registration Statement with respect to such Registrable Securities (which Registration Statement shall, pursuant to Rule 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), (ii) cause such Registration Statement to become effective with 90 days of receiving a request, and (iii) keep such Registration Statement effective for up to 180 days or such shorter period as shall be required to sell all of the Registrable Securities covered by such Registration Statement (except as provided in Section 6 hereof) or, in the case of a Registration Statement on Form S-3 (or any successor form with respect form) until all of the Registrable Securities covered thereby have either been sold pursuant to the offer and sale by the Holder of such securities, and cause such registration statement to become, and use its reasonable best efforts to cause such registration statement to remain, effective for the earlier of one year from the Closing Date Registration Statement or until such time as all the Units issued in the Investment are sold.no longer constitute Registrable Securities hereunder; (b) prepare and file with the SEC as soon as is reasonably practicable such amendments, post-effective amendments to such registration statement and supplements to such Registration Statement and the prospectus contained therein 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 Registrable Securities covered by such Registration Statement and as may be necessary to keep such registration statement the Registration Statement effective for such the period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldspecified above; (c) notify the Holders when a Registration Statement or 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 Holder 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 reasonable 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 the registration statementa Prospectus, including a preliminary prospectus, final prospectus and all amendments and supplements thereto and such other documents as such each Holder may reasonably request in order to facilitate the sale disposition of the Registrable Securities owned by such securitiesHolder that are covered by the related Registration Statement; (df) use its reasonable best efforts promptly after the filing of any 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 any underwriter; (g) register or and qualify the securities covered by such registration statement Registration Statement under such state other securities or blue sky laws of such jurisdictions as such participating Holder may shall be reasonably request in writingrequested by the Holder(s); provided, except however, that the Company shall not for any purpose be required to execute 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 as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary or consent to cause the Units service of process or subject itself to be listed for trading on any securities exchange on which similar Units are listed; (e) notify the Holder promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holdertaxation; (h) promptly prepare and file cooperate with the SEC 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 that Registrable Securities are delivered to an underwriter, if any, for sale in connection with the 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 Registrable Securities 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 such each Holder of the filing of Registrable Securities covered by such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions ifRegistration Statement, at the any time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, of the occurrence of any event shall have occurred as the a result of which any the prospectus included in such prospectus or any other prospectus Registration Statement, as then in effect would include effect, includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein, 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 which they were madeany disposition pursuant to such registration, not misleading. In and any attorney or accountant retained by such eventHolder or underwriter, to participate, at such person's own expense, in the Company shall provide each Holderpreparation 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; (o) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the 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 hereunder; and make available to its security holders, as promptly soon as is reasonably practicable, that number but not later than the Availability Date (as defined below), an earnings statement covering a period of copies at least twelve (12) months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the prospectus so amended or supplemented as is reasonably required by each Holder; Securities Act (i) promptly after it shall receive notice or obtain knowledge thereoffor the purpose of this subsection 3(k), "Availability Date" means the 45th day following the end of the issuance of any stop order by fourth fiscal quarter that includes the SEC suspending the effectiveness effective date of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal Registration Statement, except that, if such stop order should be issued; (j) cooperate with fourth fiscal quarter is the selling Holder to facilitate last quarter of the timely preparation and delivery of certificates representing Company's fiscal year, "Availability Date" means the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as 90th day after the selling Holder may reasonably request at least two business days prior to the sale end of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidentialfourth fiscal quarter); and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SEC.

Registration Procedure. In connection with the registration of the Units Cognex Common Shares under the Securities Act, the Company Cognex will: (a) prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, and use its reasonable best efforts to cause such registration statement to remain, become and remain effective for the earlier of one year two years from the Closing Date Effective Time or until such time as all the Units Cognex Common Shares issued in the Investment Merger are sold.; (b) prepare and file with the SEC as soon as is reasonably practicable such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for such period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year two years from the Closing Date Effective Time or until such time as all the Units Cognex Common Shares issued in the Investment Merger are sold; (c) furnish to the Holder security holders participating in such registration such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such Holder security holders may reasonably request in order to facilitate the sale public offering of such securities; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating Holder holders may reasonably request in writing, except that the Company Cognex shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listed; (e) notify the Holder promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filedqualified; (f) as promptly as practicable after becoming aware of such event, notify such Holder holders promptly of any such request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, promptly upon the request of any such Holderholders, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder holders (and concurred in by counsel for the CompanyCognex), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units Cognex Common Shares by such Holderholder; (h) promptly prepare and promptly file with the SEC and promptly notify such Holder holders of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder;; and (i) advise such holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SEC.

Registration Procedure. In connection with Whenever required under this Agreement to effect the registration of the Units under the Securities Actany Registrable Securities, the Company willshall use its best efforts to effect the registration of such Registrable Securities in accordance with the intended method of disposition thereof and shall, as expeditiously as is reasonably possible: (a) prepare and file with the SEC Securities and Exchange Commission a registration statement on Form S-3 or any successor form with respect to the offer and sale by the Holder of such securities, and cause such registration statement to become, Registrable Securities and use its reasonable best efforts to cause such registration statement to remainbecome effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, effective for the earlier Company will furnish to each Holder of one year from Registrable Securities, each underwriter participating in any disposition pursuant to such registration and to the Closing Date 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, which documents will be subject to the review and, comment of such counsel to the extent such documents relate, to the Holders or until such time as all to the Units issued in the Investment are sold. Registrable Securities); (b) prepare and file with the SEC as soon as is reasonably practicable Securities and Exchange Commission such amendments and supplements to such registration statement and supplements to the prospectus contained therein used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than six (6) months 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 as may be reasonably necessary to permit in accordance with the intended methods of disposition by the sellers thereof set forth in such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are soldregistration statement; (c) furnish to the each Holder of Registrable Securities such reasonable number of copies of the such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus, final prospectus ) and such other documents as such Holder may reasonably request in order to facilitate the sale disposition of the Registrable Securities owned by such securitiesHolder; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement Registrable Securities under such state other securities or blue sky laws of such jurisdictions as any Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such participating Holder may reasonably request to consummate the disposition in writing, except such jurisdictions of the Registrable Securities owned by such Holder (provided that the Company shall not for any purpose be required to execute a general (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listedsuch jurisdiction); (e) notify the each Holder promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holder (and concurred in by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions ifRegistrable Securities, at the any time when a prospectus relating to such securities thereto is required to be delivered under the Securities Act, of the happening of any event shall have occurred as the 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, at the request of any such Holder, the Company shall promptly prepare a supplement or amendment to such prospectus or any other so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus as then in effect would include shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, therein not misleading. In such event, the Company shall provide each Holder, as promptly as is reasonably practicable, that number of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (if) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the SEC suspending Company are then listed; (g) provide a transfer agent and registrar for all such Registrable Securities not later than the effectiveness effective date of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issuedstatement; (jh) cooperate if requested by the managing underwriter or underwriters or a holder of Registrable Securities being sold in connection with an underwritten offering, promptly incorporate in a prospectus supplement or post-effective amendment such information as the selling Holder managing underwriters and the holders of a majority of the Registrable Securities being sold -3- 4 agree should be included therein relating to facilitate the timely preparation plan of distribution with respect to such Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold to such underwriters, the purchase price being paid thereof by such underwriters and delivery with respect to any other terms of certificates representing the Units underwritten (or best efforts underwriter) offering of the Registrable Securities to be sold and not bearing any Securities Act legendin such offering; and enable certificates for make all required filings of such Units prospectus supplement or post-effective amendment as soon as notified of the matters to be issued for such numbers of Units and registered incorporated in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SECprospectus supplement or post-effective amendment.

Registration Procedure. In connection Subject to the provisos set forth in the following sentence, the Company shall use commercially reasonable efforts, during the period beginning 15 days prior to the date the Contributors are first permitted to redeem the Units pursuant to the Partnership Agreement and ending 15 days thereafter, to cause to be filed with the Securities and Exchange Commission (the “Commission”) a registration statement (an “Issuer Registration Statement”) that complies as to form in all material respects with applicable Commission rules providing for the registration of the Units under the Securities Act, the Company will: (a) prepare and file with the SEC a registration statement on Form S-3 or any successor form with respect Redemption Shares to be issued to the offer and sale by the Holder of such securities, and cause such registration statement to become, and Contributors. The Company shall use its commercially reasonable best efforts to cause the Issuer Registration Statement to be declared effective by the Commission as soon as practicable following the filing thereof; provided, that the Company shall be entitled to postpone the filing, or the effectiveness, of the Issuer Registration Statement if (i) the Company is actively pursuing an underwritten primary offering of equity securities, or (ii) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require additional disclosure by the Company in the Issuer Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Issuer Registration Statement would be expected, in the Company’s reasonable determination, to cause the Issuer Registration Statement to fail to comply with applicable disclosure requirements (each such registration statement circumstance a “Suspension Event”); provided, however, that the Company may not delay the filing, or the effectiveness, of the Issuer Registration Statement for more than 60 days. The Company agrees to remain, use commercially reasonable efforts to keep such Issuer Registration Statement continuously effective for the earlier of one year from the Closing Date or until such time as all the Units issued in the Investment are sold. (b) prepare and file with the SEC as soon as is reasonably practicable such amendments to such registration statement and supplements Contributors no longer own any Units. Anything contained herein to the prospectus contained therein as may be necessary to keep such registration statement effective for such period as may be reasonably necessary to permit such Holder to effect the sale of such securities, not to exceed the earlier of one year from the Closing Date or until such time as all the Units in the Investment are sold; (c) furnish to the Holder such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such Holder may reasonably request in order to facilitate the sale of such securities; (d) use its reasonable best efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating Holder may reasonably request in writing, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified and take all steps necessary to cause the Units to be listed for trading on any securities exchange on which similar Units are listed; (e) notify the Holder promptly after it shall receive notice thereof of the time when such registration statement (and any amendment thereto) has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) as promptly as practicable after becoming aware of such event, notify such Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, as soon as practicable, upon the request of any such Holder, any amendments or supplements to such registration statement or prospectus whichcontrary notwithstanding, in the opinion of counsel for such Holder (and concurred in event that the Redemption Shares are issued by counsel for the Company), is required under Company to the Securities Act or the rules and regulations thereunder in connection with the offer and sale or other distribution of the Units by such Holder; (h) promptly prepare and file with the SEC and promptly notify such Holder of the filing of such amendment or supplement Contributors pursuant to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make statements therein, in the light of the circumstances in which they were made, not misleading. In such eventIssuer Registration Statement, the Company shall provide each Holder, as promptly as is reasonably practicable, that number be deemed to have satisfied all of copies of the prospectus so amended or supplemented as is reasonably required by each Holder; (i) promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness its registration obligations under this Agreement in respect of such registration statement or the initiation or threatening of any proceeding for that purpose shall immediately notify the Holder thereof and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (j) cooperate with the selling Holder to facilitate the timely preparation and delivery of certificates representing the Units to be sold and not bearing any Securities Act legend; and enable certificates for such Units to be issued for such numbers of Units and registered in such names as the selling Holder may reasonably request at least two business days prior to the sale of such Units; (k) provide Holder and its representatives the opportunity to conduct a reasonable due diligence inquiry of Company's pertinent financial and other records and make available its officers, directors and employees for questions regarding such information as it relates to information contained in the registration statement, subject to all information received by the Holder and its representatives being kept confidential; and (l) provide Holder and its representatives the opportunity to review the registration statement and all amendments thereto a reasonable period of time prior to their filing with the SECRedemption Shares.