Common use of Registration Procedures, Rights and Obligations Clause in Contracts

Registration Procedures, Rights and Obligations. The procedures to be followed by Source and Stockholder, and the respective rights and obligations of Source and Stockholder, with respect to the preparation, filing and effectiveness of the Demand Registration Statement and the distribution of Registrable Securities pursuant thereto, are as follows: (a) Stockholder shall not be entitled to make, in the aggregate, more than three (3) Demand Requests; provided, however, that any Demand Request that: (A) does not result in the corresponding Demand Registration Statement being declared effective by the SEC; (B) is withdrawn by Stockholder following the imposition of an order by the SEC with respect to the corresponding Demand Registration Statement; (C) is withdrawn at the request of Stockholder as a result of the exercise by Source of its suspension rights pursuant to Sections 4.3(e) or the occurrence of events set forth in Section 4.3(f) or 4.3(g); or (D) if the transactions contemplated in an underwriting agreement entered into in connection with such registration are not consummated, other than by reason of some act or omission by Stockholder, shall not count as a Demand Request. Any Demand Request that is withdrawn by Stockholder for any reason other than as set forth in the previous sentence shall count as a Demand Request. No Demand Request shall require that a Demand Registration Statement be declared effective until after the expiration of the Initial Lock-Up Period. (b) Source shall prepare and file with the SEC such amendments and supplements to the Demand Registration Statement and prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Demand Registrable Securities proposed to be distributed pursuant to the Demand Registration Statement until such time as all Demand Registrable Securities registered pursuant to the Demand Registration Statement have been sold. (c) In connection with an underwritten offering pursuant to the Demand Registration Statement, Stockholder shall select a nationally recognized investment banking firm to serve as lead manager of such offering. Such manager is hereinafter referred to as the "DEMAND MANAGING UNDERWRITER." Source shall, together with Stockholder, enter into an underwriting agreement with the Demand Managing Underwriter, which agreement may contain representations, warranties, indemnities and agreements then customarily included by an issuer in underwriting agreements with respect to secondary distributions under demand registration statements. (d) Notwithstanding any other provision of this Agreement, the number of Demand Registrable Securities proposed to be distributed by Stockholder pursuant to an underwritten offering may be limited by the Demand Managing Underwriter if it shall advise Source in writing (with a copy of any such notice to Stockholder) that, in its opinion, the distribution of all or a specified portion of the Demand Registrable Shares will affect the price, timing or distribution of such Securities (a "DEMAND MARKET CUT-BACK"). The securities that are entitled to be included in the underwritten offering shall be allocated first to Stockholder and thereafter among other holders of Source Securities requesting to include such Source Securities in such registration statement based on the pro rata percentage of Source Securities held by such holders. (e) Notwithstanding any other provisions of this Agreement, in the event that Source receives a Demand Request at a time when Source (i) shall have filed, or has a bona fide intention to file, a registration statement with respect to a proposed public offering of equity or equity-linked securities, or (ii) has commenced, or has a bona fide intention to commence, a public offering of equity or equity-linked securities pursuant to an existing effective shelf or other registration statement, then Source shall be entitled to suspend, for a period of up to ninety (90) days after the receipt by Source of such Demand Request, the filing of the Demand Registration Statement. If Source shall so postpone the filing of the Registration Statement and if Stockholder within thirty days after receipt of the notice of postponement advises Source in writing that such Stockholder has determined to withdraw such request for registration, then such Demand Registration shall be deemed to be withdrawn and Source shall pay all expense in connection with such withdrawn request. Notwithstanding the foregoing, Source shall not be permitted to defer requested registration in reliance on this Section 4.2(e) more than once in any twelve month period. (f) Notwithstanding any other provision of this Agreement, in the event that Source determines that (i) non-public material information regarding Source exists, the immediate disclosure of which would be detrimental to Source; (ii) the prospectus constituting a part of any registration statement covering the distribution of any Registrable Securities, at a time when a prospectus relating thereto is required to be delivered under the Securities Act, contains 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, in the light of the circumstances under which they were made, not misleading; or (iii) an offering of Registrable Securities would materially interfere with any proposed material acquisition, disposition or other similar corporate transaction or event involving Source (each of the events or conditions referred to in clauses (i), (ii) and (iii) of this sentence is hereinafter referred to as a "SUSPENSION CONDITION"), then Source shall have the right to suspend, for a maximum period of 30 days (the "SUSPENSION PERIOD"), (A) the filing or effectiveness of any Demand Registration Statement or (B) any distribution of Registrable Securities pursuant to any effective registration statement. Source will as promptly as practicable provide written notice to Stockholder when a Suspension Condition arises and when it ceases to exist. Upon receipt of notice from Source of the existence of any Suspension Condition, Stockholder shall forthwith discontinue efforts during the Suspension Period to: (i) cause Source to file or cause any Demand Registration Statement to be declared effective by the SEC (in the event that such Demand Registration Statement has not been filed, or has been filed but not declared effective, at the time Stockholder receives notice that a Suspension Condition has arisen); or (ii) offer or sell Registrable Securities (in the event that such registration statement has been declared effective at the time Stockholder receives notice that a Suspension Condition has arisen). In the event that Stockholder has previously commenced or was about to commence the distribution of Registrable Securities pursuant to a prospectus under an effective registration statement, then Source shall, as promptly as practicable, make available to Stockholder (and to each underwriter, if any, participating in such distribution) an amendment or supplement to such prospectus. If so directed by Source, Stockholder shall deliver to Source all copies, other than permanent file copies then in Stockholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. Notwithstanding the foregoing, Source shall not be permitted to defer requested registration in reliance on this Section 4.2(f) more than five times, and the aggregate Suspension Period for all requests shall not exceed forty-five days in any twelve month period. (g) Source shall promptly notify Stockholder of any stop order issued or, to Source's knowledge, threatened to be issued by the SEC with respect to any registration statement covering Registrable Securities, and will use its commercially reasonable efforts to prevent the entry of such stop order or to remove it if entered at the earliest possible date. (h) Source shall furnish to Stockholder (and any underwriter in connection with any underwritten offering) such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as Stockholder (and such underwriters) shall reasonably request in order to effect the offering and sale of any Registrable Securities to be offered and sold. (i) Source shall use commercially reasonable efforts to register or qualify the Demand Registrable Securities covered by the Demand Registration Statement under the state securities or "blue sky" laws of such states as Stockholder may reasonably request; provided, however, that Source shall not be required to take any action that would subject it to the general jurisdiction of the courts of any jurisdiction in which it is not so subject or to qualify as a foreign corporation in any jurisdiction where Source is not so qualified. (j) Source shall furnish to Stockholder and to each underwriter engaged in the underwritten offering of Demand Registrable Securities, a signed counterpart, addressed to Stockholder or such underwriter, of (i) an opinion or opinions of counsel to Source and (ii) a comfort letter or comfort letters from Source's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as Stockholder or the Demand Managing Underwriter may reasonably request. (k) Source shall use commercially reasonable efforts to cause all Demand Registrable Securities to be listed on each securities exchange on which similar securities of Source are then listed. (l) Source shall take all such other actions reasonably necessary to permit the Demand Registrable Securities held by Stockholder to be registered and disposed of in accordance with the methods of disposition described herein. (m) Upon request from Stockholder, Source shall use commercially reasonable efforts to assist in the marketing of the Registrable Securities, including, for example, by participating in roadshow presentations with potential investors, and such other methods as Source shall reasonably determine in its sole discretion, and the cost of such efforts shall be paid by Stockholder unless Source is also marketing Source Securities for its own account at such time.

Registration Procedures, Rights and Obligations. The procedures to be followed by Source Catapult and StockholderTekelec, and the respective rights and obligations of Source Catapult and StockholderTekelec, with respect to the preparation, filing and effectiveness of the Demand S-3 Registration Statement Statement, and the distribution of Registrable Securities pursuant thereto, are as follows: (a) Stockholder shall not be entitled to make, in the aggregate, more than three (3) Demand Requests; provided, however, that any Demand Request that: (A) does not result in the corresponding Demand Registration Statement being declared effective by the SEC; (B) is withdrawn by Stockholder following the imposition of an order by the SEC with respect to the corresponding Demand Registration Statement; (C) is withdrawn at the request of Stockholder as a result of the exercise by Source of its suspension rights pursuant to Sections 4.3(e) or the occurrence of events set forth in Section 4.3(f) or 4.3(g); or (D) if the transactions contemplated in an underwriting agreement entered into in connection with such registration are not consummated, other than by reason of some act or omission by Stockholder, shall not count as a Demand Request. Any Demand Request that is withdrawn by Stockholder for any reason other than as set forth in the previous sentence shall count as a Demand Request. No Demand Request shall require that a Demand Registration Statement be declared effective until after the expiration of the Initial Lock-Up Period. (b) Source shall prepare and file with the SEC such amendments and supplements to the Demand Registration Statement and prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Demand Registrable Securities proposed to be distributed pursuant to the Demand Registration Statement until such time as all Demand Registrable Securities registered pursuant to the Demand Registration Statement have been sold. (c) In connection with an underwritten offering pursuant to the Demand Registration Statement, Stockholder shall select a nationally recognized investment banking firm to serve as lead manager of such offering. Such manager is hereinafter referred to as the "DEMAND MANAGING UNDERWRITER." Source shall, together with Stockholder, enter into an underwriting agreement with the Demand Managing Underwriter, which agreement may contain representations, warranties, indemnities and agreements then customarily included by an issuer in underwriting agreements with respect to secondary distributions under demand registration statements. (d) Notwithstanding any other provision of this Agreement, the number of Demand Registrable Securities proposed to be distributed by Stockholder pursuant to an underwritten offering may be limited by the Demand Managing Underwriter if it shall advise Source in writing (with a copy of any such notice to Stockholder) that, in its opinion, the distribution of all or a specified portion of the Demand Registrable Shares will affect the price, timing or distribution of such Securities (a "DEMAND MARKET CUT-BACK"). The securities that are entitled to be included in the underwritten offering shall be allocated first to Stockholder and thereafter among other holders of Source Securities requesting to include such Source Securities in such registration statement based on the pro rata percentage of Source Securities held by such holders. (e) Notwithstanding any other provisions of this Agreement, in the event that Source receives a Demand Request at a time when Source (i) shall have filed, or has a bona fide intention to file, a registration statement with respect to a proposed public offering of equity or equity-linked securities, or (ii) has commenced, or has a bona fide intention to commence, a public offering of equity or equity-linked securities pursuant to an existing effective shelf or other registration statement, then Source shall be entitled to suspend, for a period of up to ninety (90) days after the receipt by Source of such Demand Request, the filing of the Demand Registration Statement. If Source shall so postpone the filing of the Registration Statement and if Stockholder within thirty days after receipt of the notice of postponement advises Source in writing that such Stockholder has determined to withdraw such request for registration, then such Demand Registration shall be deemed to be withdrawn and Source shall pay all expense in connection with such withdrawn request. Notwithstanding the foregoing, Source shall not be permitted to defer requested registration in reliance on this Section 4.2(e) more than once in any twelve month period. (f) Notwithstanding any other provision of this Agreement, in the event that Source determines that (i) non-public material information regarding Source exists, the immediate disclosure of which would be detrimental to Source; (ii) the prospectus constituting a part of any registration statement covering the distribution of any Registrable Securities, at a time when a prospectus relating thereto is required to be delivered under the Securities Act, contains 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, in the light of the circumstances under which they were made, not misleading; or (iii) an offering of Registrable Securities would materially interfere with any proposed material acquisition, disposition or other similar corporate transaction or event involving Source (each of the events or conditions referred to in clauses (i), (ii) and (iii) of this sentence is hereinafter referred to as a "SUSPENSION CONDITION"), then Source shall have the right to suspend, for a maximum period of 30 days (the "SUSPENSION PERIOD"), (A) the filing or effectiveness of any Demand Registration Statement or (B) to suspend any distribution of Registrable Securities pursuant to any an effective registration statementS-3 Registration Statement for so long as such Suspension Condition exists. Source Catapult will as promptly as practicable provide written notice to Stockholder Tekelec when a Suspension Condition arises and when it ceases to exist. Upon receipt of notice from Source Catapult of the existence of any Suspension Condition, Stockholder Tekelec shall forthwith discontinue efforts during the Suspension Period to: (i) cause Source to file or cause any Demand the S-3 Registration Statement to be declared effective by the SEC (in the event that such Demand S-3 Registration Statement has not been filed, or has been filed but not declared effective, at the time Stockholder Tekelec receives notice that a Suspension Condition has arisen); or (ii) offer or sell Registrable Securities (in the event that such registration statement S-3 Registration Statement has been declared effective at the time Stockholder Tekelec receives notice that a Suspension Condition has arisen). In the event that Stockholder has Tekelec had previously commenced or was about to commence the distribution of Registrable Securities pursuant to a prospectus under an effective registration statementS-3 Registration Statement, then Source Catapult shall, as promptly as practicablepracticable after the Suspension Condition ceases to exist, make available to Stockholder Tekelec (and to each underwriter, if any, participating in such distribution) an amendment or supplement to such prospectus. If so directed by SourceCatapult, Stockholder Tekelec shall deliver to Source Catapult all copies, other than permanent file copies then in StockholderTekelec's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. . (c) Notwithstanding the foregoingany other provision of this Agreement, Source Catapult shall not be permitted to defer requested registration in reliance on this Section 4.2(fpostpone (i) the filing or effectiveness of the S-3 Registration Statement or (ii) the distribution of the Registrable Securities pursuant to an effective S-3 Registration Statement pursuant to Sections 3.3(b) or 3.8 hereof more than five times, and the aggregate Suspension Period for all requests shall not exceed forty-five days one time in any twelve 12 month periodperiod and not for an aggregate of more than ninety (90) consecutive days. (gd) Source Catapult shall promptly notify Stockholder Tekelec of any stop order issued or, to SourceCatapult's knowledge, threatened threatened, to be issued by the SEC with respect to any registration statement covering Registrable Securitiesthe S-3 Registration Statement, and will use its commercially reasonable best efforts to prevent the entry of such stop order or to remove it if entered at the earliest possible date. (he) Source Catapult shall furnish to Stockholder Tekelec (and any underwriter in connection with any underwritten offering) such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as Stockholder Tekelec (and such underwriters) shall reasonably request in order to effect the offering and sale of any Registrable Securities to be offered and sold, but only while Catapult shall be required under the provisions hereof to cause the S-3 Registration Statement pursuant to which such Registrable Securities are intended to be distributed to remain current. (if) Source Catapult shall use its commercially reasonable best efforts to register or qualify the Demand Registrable Securities covered by the Demand S-3 Registration Statement under the state securities Securities or "blue sky" laws of such states as Stockholder may Tekelec shall reasonably request, maintain any such registration or qualification current, until the earlier to occur of: (i) the sale of such Registrable Securities so registered pursuant to the S-3 Registration Statement; (ii) twelve (12 ) months after the effective date of the S-3 Registration Statement (which period shall be subject to extension as provided in Section 3.3(a) hereof); and (iii) the termination of Tekelec's registration rights pursuant to Section 3.9 hereof; provided, however, that Source Catapult shall not be required to take any action that would subject it to the general jurisdiction of the courts of any jurisdiction in which it is not so subject or to qualify as a foreign corporation in any jurisdiction where Source Catapult is not so qualified. (jg) Source Catapult shall furnish to Stockholder Tekelec and to each underwriter engaged in the an underwritten offering of Demand Registrable Securities, a signed counterpart, addressed to Stockholder Tekelec or such underwriter, of (i) an opinion or opinions of counsel to Source Catapult (with respect to Catapult and Securities law compliance by Catapult) and (ii) a comfort letter or comfort letters from SourceCatapult's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as Stockholder Tekelec or the Demand Managing Underwriter managing underwriters may reasonably request. (kh) Source Catapult shall use its commercially reasonable best efforts to cause all Demand Registrable Securities to be listed on each securities exchange on which similar securities of Source Catapult are then listed. (li) Source Catapult shall take all such other actions either reasonably necessary or desirable to permit the Demand Registrable Securities held by Stockholder Tekelec to be registered and disposed of in accordance with the methods of disposition described herein. (m) Upon request from Stockholder. Without limiting the generality of the foregoing and with a view to making it possible for Tekelec to effect the resale of the Registrable Securities pursuant to the S-3 Registration Statement as provided herein, Source shall Catapult agrees to use commercially reasonable best efforts to assist file with the SEC in a timely manner all reports and other documents required to be filed under the marketing Exchange Act until the earliest to occur of (i) the sale of all Registrable Securities so registered pursuant to the S-3 Registration Statement; (ii) twelve (12) months after the effective date of the Registrable Securities, including, for example, by participating in roadshow presentations with potential investors, and such other methods as Source shall reasonably determine in its sole discretion, and the cost of such efforts S-3 Registration Statement (which period shall be paid by Stockholder unless Source is also marketing Source Securities for its own account at such timesubject to extension as provided in Section 3.3(a) hereof); and (iii) the termination of Tekelec's registration rights pursuant to Section 3.9 hereof. The provisions of this Section 3.3(i) shall be in addition to and not in limitation of any other obligations of Catapult hereunder with respect to filings under the Exchange Act.

Registration Procedures, Rights and Obligations. The procedures to be followed by Source the Company and Stockholdereach selling Holder, and the respective rights and obligations of Source the Company and Stockholdersuch Holders, with respect to the preparation, filing and effectiveness of the Demand a Registration Statement Statement, and the distribution of Registrable Securities pursuant thereto, are as follows: (a) Stockholder The Holders shall not be entitled to make, in the aggregatecollectively, more than three one Registration Request during any 180-day period (3) Demand Requeststhe “180-Day Limitation”); provided, however, that any Registration Request that (i) is withdrawn by the requesting Holders following the imposition of a stop order by the SEC with respect to the corresponding Registration Statement, (ii) is withdrawn by such Holders as a result of the exercise by the Company of its suspension rights pursuant to Section 5.2(f) hereof, (iii) is withdrawn by such Holders as a result of a Market Cut-Back, or (iv) in the case of any Demand Request that: (A) Request, does not result in the corresponding Demand Registration Statement being declared effective by the SEC; (B) is withdrawn by Stockholder following the imposition of an order by the SEC with respect to the corresponding Demand Registration Statement; (C) is withdrawn at the request of Stockholder as a result of the exercise by Source of its suspension rights pursuant to Sections 4.3(e) or the occurrence of events set forth in Section 4.3(f) or 4.3(g); or (D) if the transactions contemplated in an underwriting agreement entered into in connection with such registration are not consummated, other than by reason of some act or omission by Stockholder, shall not count as a Demand Requestfor the purposes of determining compliance with the 180-Day Limitation. Any Demand Registration Request that is withdrawn by Stockholder the Holders for any reason other than as set forth in the previous sentence shall count as a Demand Request. No Demand Request shall require that a Demand Registration Statement be declared effective until after for purposes of determining compliance with the expiration of the Initial Lock180-Up PeriodDay Limitation. (b) Source The Company shall (i) use commercially reasonable efforts to cause each Registration Statement to be declared effective promptly and (ii)(A) to keep such Registration Statement continuously effective and (B) to prepare and file with the SEC such amendments and supplements to the Demand each Registration Statement and prospectus each Prospectus used in connection therewith as may be necessary to make and to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Demand Registrable Securities proposed to be distributed pursuant to such Registration Statement until, in the case of clause (ii) the earliest to occur of (1) the sale or other disposition of the Registrable Securities so registered, (2) 90 days after (x) in the case of Registrable Securities offered pursuant to a Tranche Request, the date of the final prospectus used to confirm sales in connection therewith or (y) in the case of Registrable Securities offered pursuant to a Demand Request, the effective date of the applicable Demand Registration Statement until such time as all Demand Registrable Securities registered Statement, and (3) the termination of the Holders’ registration rights pursuant to the Demand Registration Statement have been soldSection 5.8 hereof. (c) In connection with an any underwritten offering pursuant to the a Demand Registration Statement or Shelf Registration Statement, Stockholder the Company, on the one hand, and the Holders of a majority interest in the Registrable Securities electing to participate in such underwritten offering (the “Majority Holders”), on the other hand, shall each select a nationally recognized one investment banking firm to serve as lead co-manager of such offering. Such The co-manager is selected by the Company shall be subject to the prior approval of the Majority Holders, which approval shall not be unreasonably withheld. The co-manager selected by the Majority Holders shall be subject to the prior approval of the Company, which approval shall not be unreasonably withheld. Each of the co-managers so selected by the Company and Majority Holders are hereinafter collectively referred to as the "DEMAND MANAGING UNDERWRITER“Managing Underwriters." Source ” The underwriter selected by the Majority Holders shall be the lead Managing Underwriter, whose responsibilities shall include running the “books” for any offering. The Company shall, together with Stockholderthe selling Holders, enter into an underwriting agreement with the Demand Managing UnderwriterUnderwriters, which agreement may shall contain representations, warranties, indemnities and agreements then customarily included by an issuer in underwriting agreements with respect to secondary distributions under demand shelf registration statementsstatements and shall stipulate that the Managing Underwriters shall receive equal commissions and fees and other remuneration in connection with the distribution of any Registrable Securities thereunder. (d) Notwithstanding any other provision of this Agreement, in connection with any underwritten offering, the number of Demand Registrable Securities proposed to be distributed by Stockholder the Holders pursuant to an underwritten offering thereto may be limited by the Demand Managing Underwriter Underwriters if it shall advise Source in writing such Managing Underwriters determine that the sale of such Registrable Securities would significantly and adversely affect the market price of the Common Stock (with a copy of any such notice to Stockholder) “Market Cut-Back”); provided, however, that, in its opinionthe case of a Registration Request made after the third anniversary hereof, the distribution Managing Underwriters may only make such determination with respect to one underwritten offering in each 12-month period; provided, further, however, in the case of all or an underwritten offering pursuant to a specified portion Piggyback Registration, the number of Registrable Securities proposed to be distributed by Holders pursuant thereto may be limited by the applicable Managing Underwriters if such Managing Underwriters determine that the sale of such Registrable Securities would significantly and adversely affect the market price of the Demand Common Stock and any such determination shall not count for purposes of the foregoing proviso. If the Majority Holders disapprove of the terms of any proposed underwritten offering of Registrable Shares will affect the price, timing or distribution of such Securities (a "DEMAND MARKET CUT-BACK"). The securities that are entitled including, without limitation, any reduction in the number of Registrable Securities to be included in sold by the underwritten offering shall be allocated first Majority Holders pursuant to Stockholder this Section 5.2(d)), the Majority Holders may elect to withdraw therefrom by written notice to the Company and thereafter among other holders of Source Securities requesting to include such Source Securities in such registration statement based on the pro rata percentage of Source Securities held by such holdersManaging Underwriters. (e) Notwithstanding any other provisions of this AgreementSubject to Section 5.1(d), in the event that Source the Company receives a Shelf Request, Tranche Request or Demand Request at a time when Source the Company (i) shall have filed, or has a bona fide intention to file, a registration statement with respect to a proposed public offering of equity or equity-linked securities, securities or (ii) has commenced, or has a bona fide intention to commence, a public offering of equity or equity-linked securities pursuant to an existing effective shelf or other registration statement, then Source the Company shall be entitled to suspend, for a period of up to ninety (90) 90 days after the receipt by Source the Company of such Demand Requestrequest, the filing of the Demand Registration Statement. If Source shall so postpone the filing of the any Registration Statement and if Stockholder within thirty days after receipt or the implementation of the notice of postponement advises Source in writing that such Stockholder has determined to withdraw such request for registration, then such Demand Registration shall be deemed to be withdrawn and Source shall pay all expense in connection with such withdrawn request. Notwithstanding the foregoing, Source shall not be permitted to defer requested registration in reliance on this Section 4.2(e) more than once in any twelve month periodTranche Request. (f) Notwithstanding any other provision of this Agreement, in the event that Source determines that (i) non-public material information regarding Source exists, the immediate disclosure of which would The Company shall not be detrimental to Source; (ii) the prospectus constituting a part of any registration statement covering the distribution of any Registrable Securities, at a time when a prospectus relating thereto is required to be delivered under the Securities Act, contains an untrue statement of file a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) an offering of Registrable Securities would materially interfere with any proposed material acquisition, disposition or other similar corporate transaction or event involving Source (each of the events or conditions referred to in clauses (i), (ii) and (iii) of this sentence is hereinafter referred to as a "SUSPENSION CONDITION"), then Source shall have the right to suspend, for a maximum period of 30 days (the "SUSPENSION PERIOD"), (A) the filing or effectiveness of any Demand Registration Statement or (B) to cause a Registration Statement to be declared effective and may suspend any distribution of Registrable Securities pursuant to any effective registration statement. Source will as promptly as practicable provide written notice to Stockholder when a Suspension Condition arises and when it ceases to exist. Upon receipt of notice from Source of the existence of any Suspension Condition, Stockholder shall forthwith discontinue efforts during the Suspension Period to: Registration Statement (i) cause Source to file or cause during any Demand Registration Statement to be declared effective by the SEC Mandatory Black-Out Period (but only for so long as such Mandatory Black-Out Period is in the event that such Demand Registration Statement has not been filed, or has been filed but not declared effective, at the time Stockholder receives notice that a Suspension Condition has arisen); existence) or (ii) offer if the Company shall have determined in good faith that because of valid business reasons (not including the avoidance of the Company’s obligations hereunder), including plans for a registered public offering, an acquisition or other proposed or pending corporate developments and similar events or because of filings with the SEC, it is in the best interests of the Company to delay such effectiveness or suspend such use. Prior to such delay or suspension with respect to clause (ii) above, the Company shall provide the Holders with written notice of such delay or suspension, which notice need not specify the nature of the event giving rise to such suspension (and, upon receipt of such notice, each Holder agrees not to sell any Registrable Securities (pursuant to a Registration Statement until such Holder is advised in writing that the applicable Prospectus may be used, which notice the Company agrees to provide promptly following the lapse of the event that or circumstances giving rise to such registration statement has been declared effective at the time Stockholder receives notice that a Suspension Condition has arisensuspension). In Each Holder shall keep confidential any communications received by it from the event that Stockholder has previously commenced or was about Company regarding the suspension of the use of any Prospectus (including, without limitation, the fact of the suspension), except as required by applicable law. The Company may delay the effectiveness of any Registration Statement pursuant to commence the clause (ii) above for up to 60 days and may suspend any distribution of Registrable Securities pursuant to clause (ii) above for up to 60 days in any one time; provided that such right to delay the effectiveness of or suspend a prospectus under an effective registration statementRegistration Statement shall be exercised by the Company not more than twice or for more than 90 days in the aggregate in any 12-month period; and provided further, then Source shall, as promptly as practicable, make available to Stockholder (and to each underwriter, if any, participating that the restrictions set forth in such distribution) an amendment or supplement to such prospectus. If so directed by Source, Stockholder shall deliver to Source all copies, other than permanent file copies then in Stockholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. Notwithstanding the foregoing, Source this sentence shall not be permitted applicable to defer requested registration in reliance on this Section 4.2(f) more than five times, and the aggregate Suspension Period for all requests shall not exceed forty-five days in any twelve month periodPiggyback Registration. (g) Source The Company shall promptly notify Stockholder each selling Holder of any stop order issued or, to Source's the Company’s knowledge, threatened to be issued issued, by the SEC with respect to any registration statement covering Registrable SecuritiesRegistration Statement, and will in each such case shall use its commercially reasonable best efforts to prevent the entry of such stop order or to remove it if entered at the earliest possible date. (h) Source The Company shall furnish to Stockholder each selling Holder (and any underwriter underwriters in connection with any underwritten offering) such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus)Prospectus, in conformity with the requirements of the Securities Act, as Stockholder such Holders (and such underwriters) shall reasonably request in order to effect the offering and sale of any Registrable Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the Registration Statement pursuant to which such Registrable Securities are intended to be distributed to remain current. (i) Source The Company shall use commercially reasonable efforts to register or qualify the Demand Registrable Securities covered by the Demand any Registration Statement under the state securities or "“blue sky" ” laws of such states as Stockholder may the selling Holders shall reasonably requestrequest and maintain any such registration or qualification current until the earliest to occur of (i) the sale of such Registrable Securities so registered, (ii) 90 days after (A) in the case of an offering of Registrable Securities pursuant to a Tranche Request, the date of the final prospectus used to confirm sales in connection with such distribution or (B) in all other cases, the effective date of the applicable Registration Statement, and (iii) the termination of the Holders’ registration rights pursuant to Section 5.8 hereof; provided, however, that Source the Company shall not be required to take any action that would subject it to the general jurisdiction of the courts of any jurisdiction in which it is not so subject or to qualify as a foreign corporation in any jurisdiction where Source the Company is not so qualified. (j) Source In the case of an underwritten offering in which any Holder is deemed to be, or reasonably determines upon advice of counsel it may be deemed or alleged to be, an underwriter or is required under applicable securities laws to be described in the Registration Statement or the Prospectus forming a part thereof as an underwriter, the Company shall use commercially reasonable efforts to (i) furnish to Stockholder each such participating Holder and to each underwriter engaged in the an underwritten offering of Demand Registrable Securities, a signed counterpart, addressed to Stockholder or the participating Holders and such underwriter, of (iA) an opinion or opinions of counsel to Source the Company and (iiB) a comfort letter or comfort letters from Source's the Company’s independent registered public accountantsaccounting firm, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as Stockholder or the Demand Managing Underwriter Majority Holders of the managing underwriters may reasonably requestrequest and (ii) use commercially reasonable efforts to make appropriate members of its management reasonably available for due diligence purposes, “road show” presentations and analyst presentations in connection with any distributions of Registrable Securities. (k) Source The Company shall use commercially reasonable efforts to cause all Demand Registrable Securities to be listed on each securities exchange on which similar securities of Source the Company are then listed. (l) Source shall take all such other actions reasonably necessary to permit the Demand Registrable Securities held by Stockholder to be registered and disposed of in accordance with the methods of disposition described herein. (m) Upon request from Stockholder, Source shall use commercially reasonable efforts to assist in the marketing of the Registrable Securities, including, for example, by participating in roadshow presentations with potential investors, and such other methods as Source shall reasonably determine in its sole discretion, and the cost of such efforts shall be paid by Stockholder unless Source is also marketing Source Securities for its own account at such time.

Registration Procedures, Rights and Obligations. The procedures to be followed by Source Catapult and StockholderTekelec, and the respective rights and obligations of Source Catapult and StockholderTekelec, with respect to the preparation, filing and effectiveness of the Demand S-3 Registration Statement Statement, and the distribution of Registrable Securities pursuant thereto, are as follows: (a) Stockholder Catapult shall not use commercially reasonable best efforts to cause the S-3 Registration Statement to be entitled declared effective promptly and to make, in keep such S-3 Registration Statement continuously effective until the aggregate, more than three (3) Demand Requests; provided, however, that any Demand Request thatearliest to occur of: (Ai) does not result in the corresponding Demand Registration Statement being declared effective by sale or other disposition of the SEC; (B) is withdrawn by Stockholder following the imposition of an order by the SEC with respect Registrable Securities so registered pursuant to the corresponding Demand such S-3 Registration Statement; (Cii) is withdrawn at twelve (12) months after the request of Stockholder as a result effective date of the exercise S-3 Registration Statement; and (iii) the termination of Tekelec's registration rights pursuant to Section 3.9 hereof; provided however, that in the case of (ii) above, such period shall be automatically extended by Source the duration of any time periods for which Catapult has exercised its suspension rights pursuant to Sections 4.3(eSection 3.3(b) hereof or the occurrence of events set forth in Section 4.3(f) or 4.3(g); or (D) if the transactions contemplated in an underwriting agreement entered into in connection with such registration are not consummated, other than by reason of some act or omission by Stockholder, shall not count as a Demand Request. Any Demand Request that is withdrawn by Stockholder for any reason other than as set forth in the previous sentence shall count as a Demand Request. No Demand Request shall require that a Demand Registration Statement be declared effective until after the expiration of the Initial Tekelec Public Offering Lock-Up Period. (b) Source has been in effect under Section 3.8 hereof. Catapult shall prepare and file with the SEC such amendments and supplements to the Demand S-3 Registration Statement and each prospectus used in connection therewith as may be necessary to make and to keep such S-3 Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Demand Registrable Securities proposed to be distributed pursuant to the Demand such S-3 Registration Statement until the earlier to occur of: (i) the sale or other disposition of such time as all Demand Registrable Securities so registered pursuant to the Demand S-3 Registration Statement; (ii) twelve (12) months after the effective date of the S-3 Registration Statement have been sold(subject to any extension pursuant to the first sentence of this Section 3.3(a)); and (iii) the termination of Tekelec's registration rights pursuant to Section 3.9 hereof. (c) In connection with an underwritten offering pursuant to the Demand Registration Statement, Stockholder shall select a nationally recognized investment banking firm to serve as lead manager of such offering. Such manager is hereinafter referred to as the "DEMAND MANAGING UNDERWRITER." Source shall, together with Stockholder, enter into an underwriting agreement with the Demand Managing Underwriter, which agreement may contain representations, warranties, indemnities and agreements then customarily included by an issuer in underwriting agreements with respect to secondary distributions under demand registration statements. (d) Notwithstanding any other provision of this Agreement, the number of Demand Registrable Securities proposed to be distributed by Stockholder pursuant to an underwritten offering may be limited by the Demand Managing Underwriter if it shall advise Source in writing (with a copy of any such notice to Stockholder) that, in its opinion, the distribution of all or a specified portion of the Demand Registrable Shares will affect the price, timing or distribution of such Securities (a "DEMAND MARKET CUT-BACK"). The securities that are entitled to be included in the underwritten offering shall be allocated first to Stockholder and thereafter among other holders of Source Securities requesting to include such Source Securities in such registration statement based on the pro rata percentage of Source Securities held by such holders. (e) Notwithstanding any other provisions of this Agreement, in the event that Source receives a Demand Request at a time when Source (i) shall have filed, or has a bona fide intention to file, a registration statement with respect to a proposed public offering of equity or equity-linked securities, or (ii) has commenced, or has a bona fide intention to commence, a public offering of equity or equity-linked securities pursuant to an existing effective shelf or other registration statement, then Source shall be entitled to suspend, for a period of up to ninety (90) days after the receipt by Source of such Demand Request, the filing of the Demand Registration Statement. If Source shall so postpone the filing of the Registration Statement and if Stockholder within thirty days after receipt of the notice of postponement advises Source in writing that such Stockholder has determined to withdraw such request for registration, then such Demand Registration shall be deemed to be withdrawn and Source shall pay all expense in connection with such withdrawn request. Notwithstanding the foregoing, Source shall not be permitted to defer requested registration in reliance on this Section 4.2(e) more than once in any twelve month period. (fb) Notwithstanding any other provision of this Agreement, in the event that Source the Board of Directors of Catapult determines that in good faith that: (i) non-public material information regarding Source Catapult exists, the immediate disclosure of which would be detrimental significantly disadvantageous to SourceCatapult; (ii) the prospectus constituting a part of any registration statement S-3 Registration Statement covering the distribution of any Registrable Securities, at a time when a prospectus relating thereto is required to be delivered under the Securities Act, contains 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, in the light of the circumstances under which they were made, not misleading; or (iii) an offering of Registrable Securities would materially interfere with any proposed material acquisition, disposition or other similar corporate transaction or event involving Source Catapult (each of the events or conditions referred to in clauses (i), (ii) and (iii) of this sentence is hereinafter referred to as a "SUSPENSION CONDITION"), then Source Catapult shall have the right to suspend, for a maximum period of 30 days (the "SUSPENSION PERIOD"), (A) suspend the filing or effectiveness of any Demand the S-3 Registration Statement or (B) to suspend any distribution of Registrable Securities pursuant to any an effective registration statementS-3 Registration Statement for so long as such Suspension Condition exists. Source Catapult will as promptly as practicable provide written notice to Stockholder Tekelec when a Suspension Condition arises and when it ceases to exist. Upon receipt of notice from Source Catapult of the existence of any Suspension Condition, Stockholder Tekelec shall forthwith discontinue efforts during the Suspension Period to: (i) cause Source to file or cause any Demand the S-3 Registration Statement to be declared effective by the SEC (in the event that such Demand S-3 Registration Statement has not been filed, or has been filed but not declared effective, at the time Stockholder Tekelec receives notice that a Suspension Condition has arisen); or (ii) offer or sell Registrable Securities (in the event that such registration statement S-3 Registration Statement has been declared effective at the time Stockholder Tekelec receives notice that a Suspension Condition has arisen). In the event that Stockholder has Tekelec had previously commenced or was about to commence the distribution of Registrable Securities pursuant to a prospectus under an effective registration statementS-3 Registration Statement, then Source Catapult shall, as promptly as practicablepracticable after the Suspension Condition ceases to exist, make available to Stockholder Tekelec (and to each underwriter, if any, participating in such distribution) an amendment or supplement to such prospectus. If so directed by SourceCatapult, Stockholder Tekelec shall deliver to Source Catapult all copies, other than permanent file copies then in StockholderTekelec's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. . (c) Notwithstanding the foregoingany other provision of this Agreement, Source Catapult shall not be permitted to defer requested registration in reliance on this Section 4.2(fpostpone (i) the filing or effectiveness of the S-3 Registration Statement or (ii) the distribution of the Registrable Securities pursuant to an effective S-3 Registration Statement pursuant to Sections 3.3(b) or 3.8 hereof more than five times, and the aggregate Suspension Period for all requests shall not exceed forty-five days one time in any twelve 12 month periodperiod and not for an aggregate of more than ninety (90) consecutive days. (gd) Source Catapult shall promptly notify Stockholder Tekelec of any stop order issued or, to SourceCatapult's knowledge, threatened threatened, to be issued by the SEC with respect to any registration statement covering Registrable Securitiesthe S-3 Registration Statement, and will use its commercially reasonable best efforts to prevent the entry of such stop order or to remove it if entered at the earliest possible date. (he) Source Catapult shall furnish to Stockholder Tekelec (and any underwriter in connection with any underwritten offering) such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as Stockholder Tekelec (and such underwriters) shall reasonably request in order to effect the offering and sale of any Registrable Securities to be offered and sold, but only while Catapult shall be required under the provisions hereof to cause the S-3 Registration Statement pursuant to which such Registrable Securities are intended to be distributed to remain current. (if) Source Catapult shall use its commercially reasonable best efforts to register or qualify the Demand Registrable Securities covered by the Demand S-3 Registration Statement under the state securities Securities or "blue sky" laws of such states as Stockholder may Tekelec shall reasonably request, maintain any such registration or qualification current, until the earlier to occur of: (i) the sale of such Registrable Securities so registered pursuant to the S-3 Registration Statement; (ii) twelve (12 ) months after the effective date of the S-3 Registration Statement (which period shall be subject to extension as provided in Section 3.3(a) hereof); and (iii) the termination of Tekelec's registration rights pursuant to Section 3.9 hereof; provided, however, that Source Catapult shall not be required to take any action that would subject it to the general jurisdiction of the courts of any jurisdiction in which it is not so subject or to qualify as a foreign corporation in any jurisdiction where Source Catapult is not so qualified. (jg) Source Catapult shall furnish to Stockholder Tekelec and to each underwriter engaged in the an underwritten offering of Demand Registrable Securities, a signed counterpart, addressed to Stockholder Tekelec or such underwriter, of (i) an opinion or opinions of counsel to Source Catapult (with respect to Catapult and Securities law compliance by Catapult) and (ii) a comfort letter or comfort letters from SourceCatapult's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as Stockholder Tekelec or the Demand Managing Underwriter managing underwriters may reasonably request. (kh) Source Catapult shall use its commercially reasonable best efforts to cause all Demand Registrable Securities to be listed on each securities exchange on which similar securities of Source Catapult are then listed. (li) Source Catapult shall take all such other actions either reasonably necessary or desirable to permit the Demand Registrable Securities held by Stockholder Tekelec to be registered and disposed of in accordance with the methods of disposition described herein. (m) Upon request from Stockholder. Without limiting the generality of the foregoing and with a view to making it possible for Tekelec to effect the resale of the Registrable Securities pursuant to the S-3 Registration Statement as provided herein, Source shall Catapult agrees to use commercially reasonable best efforts to assist file with the SEC in a timely manner all reports and other documents required to be filed under the marketing Exchange Act until the earliest to occur of (i) the sale of all Registrable Securities so registered pursuant to the S-3 Registration Statement; (ii) twelve (12) months after the effective date of the Registrable Securities, including, for example, by participating in roadshow presentations with potential investors, and such other methods as Source shall reasonably determine in its sole discretion, and the cost of such efforts S-3 Registration Statement (which period shall be paid by Stockholder unless Source is also marketing Source Securities for its own account at such timesubject to extension as provided in Section 3.3(a) hereof); and (iii) the termination of Tekelec's registration rights pursuant to Section 3.9 hereof. The provisions of this Section 3.3(i) shall be in addition to and not in limitation of any other obligations of Catapult hereunder with respect to filings under the Exchange Act.