Common use of Registration Procedures Clause in Contracts

Registration Procedures. If and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 and 1.2, the Company will, as expeditiously as possible: (a) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company; (c) furnish to each seller of Registrable Securities covered by such registration statement, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request; (d) use its reasonable best efforts (i) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by such registration statement shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold by such sellers, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (d) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (j) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

Registration Procedures. If and whenever In the case of each registration effected by the Company is required pursuant to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 and 1.2Section 2, the Company willwill keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, as expeditiously as possiblethe Company will use its best efforts to: (a) prepare Prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite a registration statement with respect to effect such registration Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVERand, that upon the Company may discontinue any registration request of its securities which are not the Holders of a majority of the Registrable Securities registered thereunder, keep such registration effective for a period ending on the earlier of the date which is one hundred twenty (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities120) at any time prior to days from the effective date of the registration statement or such time as the Holder or Holders have completed the distribution described in the registration statement relating thereto; provided, however, that such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; (b) prepare Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company; (c) furnish to each seller of Registrable Securities covered by such registration statement, Furnish such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case prospectuses, including all exhibits), such number of copies of the prospectus contained in such registration statement (including each any preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Actprospectuses, and such other documentsdocuments incident thereto, including any amendment of or supplement to the prospectus, as such seller a Holder from time to time may reasonably request; (d) use Use its reasonable best efforts (i) to register or and qualify all Registrable Securities and other the securities covered by such registration statement under such other securities or blue sky Blue Sky laws of such States of the United States of America where an exemption is not available and jurisdiction as the sellers of Registrable Securities covered by such registration statement shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate requested by the disposition in such jurisdictions of the securities to be sold by such sellersHolders; provided, except that the Company shall not for any such purpose be required in connection therewith or as a condition thereto to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (d) be obligated to be so qualified or to file a general consent to general service of process in any such jurisdictionstates or jurisdictions; (e) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify Notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon Act of the happening of any event as a result of which, which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or incomplete in the light of the circumstances under which they were madethen existing, and at the request of any following such seller notification promptly prepare and furnish to it 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 securitiesshares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing; (f) If (i) a registration made pursuant to a shelf registration statement is required to be kept effective in accordance with this Agreement after the third anniversary of the initial effective date of the shelf registration statement and (ii) the registration rights of the applicable Holders have not terminated, file a new registration statement with respect to any unsold Registrable Securities subject to the original request for registration prior to the end of the three-year period after the initial effective date of the shelf registration statement, and keep such registration statement effective in accordance with the requirements otherwise applicable under which they were madethis Agreement; (g) Furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and reasonably satisfactory to a majority in interest of the Holders requesting registration of Registrable Securities and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants 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; (h) otherwise Provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (i) Otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statementthe Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunderAct; (j) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (k) Make available for inspection by any underwriter participating in any disposition pursuant to such registration statement, and promptly furnish any attorney, accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, subject to a customary confidentiality agreement; (l) Notify each such seller of such Registrable Securities Securities, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a copy supplement to any prospectus forming a part of such registration has been filed; (m) Advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any amendment or supplement to stop order by the SEC suspending the effectiveness of such registration statement or prospectus; (i) provide the initiation or threatening of any proceeding for such purpose and cause promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registrationissued; and (jn) use its reasonable best efforts In connection with any underwritten offering pursuant to list all Registrable Securities covered by such a registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities filed pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and2.1, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then enter into and perform its obligations under an underwriting agreement in usual and customary form; provided that each Holder participating in such holder's possession of the prospectus relating to underwriting shall also enter into and perform its obligations under such Registrable Securities current at the time of receipt of such noticean agreement.

Registration Procedures. If If, whenever and whenever to the extent that the Company is required to use its commercially reasonable best efforts to effect the registration of any Holder Registrable Securities under the Securities Act as provided in Sections 1.1 and 1.2Section 11.1, the Company will, will as expeditiously as possible: (ai) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite registration statement to effect such registration and thereafter use its commercially reasonable best efforts to cause such registration statement to become effective; PROVIDEDand remain effective for a period of two (2) years or, HOWEVERif earlier, until all of such Holder Registrable Securities have been disposed of, provided that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (bii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with for the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof period set forth in such registration statement; PROVIDED, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(gSection 11.3(i) of Regulation S-X that applies to the Companyabove; (ciii) furnish to each seller of Registrable Securities covered by such registration statement, Holder such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, documents as such seller Holder may reasonably requestrequest in order to dispose of the Holder Registrable Securities; (div) use its commercially reasonable best efforts (i) to register or qualify all Holder Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and jurisdictions as the sellers of Registrable Securities covered by such registration statement Holder shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold by such sellers, except that the Company shall not for any such purpose (a) be required to qualify generally to do business as a foreign corporation in any jurisdiction, (b) to subject itself to taxation in any such jurisdiction wherein it would not but for the requirements of this subdivision or (dc) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (gv) notify each seller of Registrable Securities covered by such registration statement Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (jvi) use its commercially reasonable best efforts to list all Registrable Securities covered by such registration statement furnish, on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no date that such Registrable Securities are so listeddelivered to the underwriters for sale, on any national if such securities exchange on which are being sold through underwriters, (i) an opinion, dated as of such date, of the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish counsel representing the Company such information regarding such seller and for the distribution purposes of such securities registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition underwriters, if any, and (ii) a letter dated as of such Registrable Securities thatdate, upon receipt of any notice from the Company independent certified public accountants of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such noticeunderwriters.

Registration Procedures. If and whenever the The Company is required to will use its reasonable best efforts to effect each Required Registration pursuant to Section 3.1 and each Incidental Registration pursuant to Section 3.2, and to cooperate with the registration sale of any such Registrable Securities under in accordance with the Securities Act intended method of disposition thereof as provided in Sections 1.1 quickly as possible, and 1.2, the Company will, will as expeditiously as possible: (a) prepare and (within 90 days after subject, in the end case of the period within which requests for registration may be given an Incidental Registration, to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite registration statement proviso to effect such registration and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a3.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (b) prepare and file with the Commission such amendments SEC the registration statement and supplements use its reasonable efforts to cause the Registration to become effective; provided, however, that, to the extent practicable, the Company will furnish to the holders of the Registrable Securities covered by such registration statement and their counsel, copies of all such documents proposed to be filed and any such holder shall have the opportunity to comment on any information pertaining solely to such holder and its plan of distribution that is contained therein and the Company shall make the corrections reasonably requested by such holder with respect to such information prior to filing any such registration statement or amendment. (b) subject, in the case of an Incidental Registration, to the proviso to Section 3.2(a), prepare and file with the SEC such amendments and post-effective amendments to any registration statement and any prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDEDstatement and cause the prospectus to be supplemented by any required prospectus supplement, that except with respect and as so supplemented to any such registration statement be filed pursuant to Rule 415 424 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company; (c) furnish furnish, upon request, to each seller holder of Registrable Securities covered by to be included in such Registration and the underwriter or underwriters, if any, without charge, at least one signed copy of the registration statementstatement and any post-effective amendment thereto, and such number of conformed copies of such registration statement thereof and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other each prospectus filed under Rule 424 under the Securities Act), in conformity with the requirements of the Securities Act, any amendments or supplements thereto and such other documentsany documents incorporated by reference therein, as such seller holder or underwriter may reasonably request; (d) use its reasonable best efforts (i) request in order to register or qualify all facilitate the disposition of the Registrable Securities and other securities covered being sold by such registration statement under such other securities or blue sky laws of such States holder (it being understood that the Company consents to the use of the United States of America where an exemption is not available prospectus and as the sellers any amendment or supplement thereto by each holder of Registrable Securities covered by such registration statement shall reasonably requestand the underwriter or underwriters, if any, in connection with the Public Offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto); (d) notify each holder of the Registrable Securities to be included in such Registration and the underwriter or underwriters, if any: (i) of any stop order or other order suspending the effectiveness of any registration statement, issued or threatened by the SEC in connection therewith, and take all reasonable actions required to prevent the entry of such stop order or to remove it or obtain withdrawal of it at the earliest possible moment if entered; (ii) when such registration statement or any prospectus used in connection therewith, or any amendment or supplement thereto, has been filed and, with respect to such registration statement or any post-effective amendment thereto, when the same has become effective; (iii) of any written request by the SEC for amendments or supplements to such registration statement or prospectus; and (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 applicable securities or blue sky laws of any jurisdiction; (e) if requested by the managing underwriter or underwriters or any holder of Registrable Securities to be included in such Registration in connection with any sale pursuant to a registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information relating to such underwriting as the managing underwriter or underwriters or such holder reasonably requests to be included therein; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment; (f) on or prior to the date on which a Registration is declared effective, use its reasonable efforts to register or qualify, and cooperate with the holders of Registrable Securities to be included in such Registration, the underwriter or underwriters, if any, and their counsel, in connection with the registration or qualification of the Registrable Securities covered by such Registration for offer and sale under the securities or "blue sky" laws of each state and other jurisdiction of the United States as any such holder or underwriter reasonably requests in writing; use its reasonable efforts to keep each such registration or qualification in effect for so long as effective, including through new filings, or amendments or renewals, during the period such registration statement remains in effect, is required to be kept effective; and (iii) to take do any and all other action which may be reasonably acts or things necessary or advisable to enable such sellers to consummate the disposition of the Registrable Securities in all such jurisdictions of the securities to be sold reasonably requested covered by such sellersRegistration; provided, except however, that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein where it would is not but for the requirements of this subdivision (d) be obligated to be then so qualified or to consent take any action which would subject it to general service of process in any such jurisdictionjurisdiction where it is not then so subject; (eg) in connection with any sale pursuant to a Registration, cooperate with the holders of Registrable Securities to be included in such Registration and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under such Registration, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such holders may request; (h) use its reasonable best efforts to cause all the Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities within the United States and having jurisdiction over the Company or any Subsidiary as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securitiessecurities; (fi) furnish use its reasonable efforts to obtain: (A) at the effective time of effectiveness of each Registration, a "comfort letter" from the Company's independent certified public accountants covering such matters of the type customarily covered by "cold comfort letters" as the holders of a majority of the Registrable Securities to be included in such Registration and the underwriters reasonably request; and (B) at the time of any underwritten sale pursuant to the registration statement, a "bring-down comfort letter," dated as of the date of such registration statement sale, from the Company's independent certified public accountants covering such matters of the type customarily covered by comfort letters as the Requisite Holders and the underwriters reasonably request; (j) use its reasonable efforts to obtain, at the time of effectiveness of each Registration and at the time of any sale pursuant to each seller Registration, an opinion or opinions addressed to the holders of the Registrable Securities, Securities to be included in such Registration and each such seller's the underwriter or underwriters, if any, a signed counterpart of: (i) an opinion of in customary form and scope from counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (gk) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities ActRegistration, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statementRegistration, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and file with the SEC and furnish to it such seller or holder 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 or prospective purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were are made; (hl) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and, if required, and make generally available to its security holders, holders (as soon as reasonably practicable, contemplated by Section 11(a) under the Securities Act) an earnings statement covering satisfying the provisions of Rule 158 under the Securities Act no later than ninety (90) days after the end of the twelve (12) month period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month of the Company's first fiscal quarter commencing after the effective date of such the registration statement, which earnings statement shall satisfy the provisions of Section 11(acover said twelve (12) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectusmonth period; (im) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement each Registration from and after a date not later than the effective date of such registration; andRegistration; (jn) use its reasonable best efforts to list cause all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities each Registration to be listed subject to notice of issuance, prior to the same class covered by such registration statement are then listed and, if no date of first sale of such Registrable Securities are so listedpursuant to such Registration, on any national each securities exchange on which the Common Stock is are then listed, and admitted to trading on NASDAQ, if the Common Stock or any such other securities of the Company are then admitted to trading on NASDAQ; and (o) enter into such agreements (including underwriting agreements in customary form) and take such other actions as the Requisite Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities. The Company may require each seller holder of Registrable Securities as to which any registration is being effected that will be included in such Registration to furnish the Company with such information regarding such seller and the distribution in respect of such securities holder of its Registrable Securities that will be included in such Registration as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees writing and as is required by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such noticeApplicable Law.

Registration Procedures. If Subject to Sections 7.1(b) and 7.2(b), if and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in pursuant to Sections 1.1 and 1.27.1, 7.2, or 7.6, the Company will, as expeditiously as possibleshall promptly: (a) prepare prepare, and (within 90 days after the end of the period within which requests for registration may be given to the Company or as soon as practicable, but in any event as soon thereafter as practicable) within 60 days thereafter, file with the Commission the requisite Commission, a registration statement with respect to effect such registration Registrable Securities, make all required filings with the NASD and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating theretoas soon as practicable; (b) prepare and promptly file with the Commission such amendments and post-effective amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and for so long as is required to comply with the provisions of the Securities Act with respect and to complete the disposition of all Registrable Securities securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended method or methods of disposition by thereof, but (other than in the seller or sellers thereof set forth case of a Shelf Registration Statement) in such registration statement; PROVIDED, that except with respect to any no event for a period of more than six months after such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Companybecomes effective; (c) furnish copies of all documents proposed to be filed with the Commission in connection with such registration to (i) counsel selected by Xxxxx in the case of a registration pursuant to Section 7.1, and which counsel may also be counsel to the Company, and (ii) each seller of Registrable Securities (or in the case of the initial filing of a registration statement, within five Business Days of such initial filing) and such documents shall be subject to the review of such counsel, provided that the Company shall not file any registration statement or any amendment or post-effective amendment or supplement to such registration statement or the prospectus used in connection therewith to which such counsel shall have reasonably objected on the grounds that such registration statement amendment, supplement or prospectus does not comply (explaining why) in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder; (d) furnish to each seller of Registrable Securities covered by such registration statementSecurities, without charge, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), exhibits and documents filed therewith) and such number of copies of the prospectus contained included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably requestrequest in order to facilitate the disposition of the Registrable Securities owned by such seller in accordance with the intended method or methods of disposition thereof; (de) use its reasonable best efforts (i) to register or qualify all such Registrable Securities and other securities covered by such registration statement under such other the securities or blue sky laws of such States of the United States of America where an exemption is not available and jurisdictions as the sellers of Registrable Securities covered by such registration statement each seller shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take do any and all other action acts and things which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition of such Registrable Securities in such jurisdictions in accordance with the intended method or methods of the securities to be sold by such sellersdisposition thereof, except provided that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, subject itself to taxation in any jurisdiction wherein it is not so subject, or take any action which would not but for the requirements of this subdivision (d) be obligated to be so qualified or to consent subject it to general service of process in any such jurisdictionjurisdiction wherein it is not so subject; (ef) 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 governmental agencies, authorities or state governmental agencies or authorities self-regulatory bodies as may be necessary in by virtue of the opinion business and operations of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable SecuritiesSecurities in accordance with the intended method or methods of disposition thereof; (fg) in any underwritten offering, furnish at to Xxxxx and, to the effective date of extent such registration statement is occurring pursuant to each seller of Registrable SecuritiesSection 7.2, and each such seller's underwriters, if any, a signed counterpart ofthe Non-Xxxxx Stockholders: (i) an opinion of counsel for the CompanyCompany experienced in securities law matters, dated the effective date of such the registration statement (and, if applicablesuch registration includes an underwritten public offering, the date of the closing under the underwriting agreement), and (ii) a "“comfort" ” letter (unless the registration is pursuant to Section 7.6 and such a letter is not otherwise being furnished to the Company), dated the effective date of such registration statement (and if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have certified issued an audit report on the Company's ’s financial statements included or incorporated by reference in such the registration statement, covering substantially the same such matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's ’s counsel and in accountants' comfort ’ letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, and such other financial matters, and, in the case of the legal opinion, such other legal matters, matters as the underwriters Xxxxx may reasonably request; (gh) notify each seller of any Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon Act of the happening of any event or existence of any fact as a result of which, which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in the light of the circumstances under which they were madethen existing, (i) in the case of a Shelf Registration Statement, if a Stockholder has provided notice of an intent to sell, within five Business Days of such notice and at (ii) in the request case of any other registration statement hereunder, as promptly as is practicable but in any event, no later than 30 days after such seller promptly notice (except in the case of clause (i) or (ii) to the extent the Company delivers a Material Event Notice, in which case such period may be up to 60 days but shall end upon public disclosure of the material transaction which necessitated such Material Event Notice), prepare and furnish to it 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 securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were madethen existing; (hi) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings statement of the Company (in form complying with the provisions of Rule 158 under the Securities Act) covering the period of at least twelve 12 months, but not more than eighteen 18 months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (ij) provide and cause to be maintained a transfer agent and registrar (which, in notify each case, may be the Company) for all seller of any Registrable Securities covered by such registration statement from (i) when the prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission for amendments or supplements to such registration statement or to amend or to supplement such prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose and after (iv) of the suspension of the qualification of such securities for offering or sale in any jurisdiction, or of the institution of any proceedings for any of such purposes; (k) use every reasonable effort to obtain the lifting of any stop order that might be issued suspending the effectiveness of such registration statement at the earliest possible moment; (l) use its best efforts (i) (A) to list such Registrable Securities on any securities exchange on which the equity securities of the Company are then listed or, if no such equity securities are then listed, on an exchange selected by the Company, if such listing is then permitted under the rules of such exchange, or (B) if such listing is not practicable, to secure designation of such securities as a date NASDAQ “national market system security” within the meaning of Rule 11Aa2-1 under the Exchange Act or, failing that, to secure NASDAQ authorization for such Registrable Securities, and, without limiting the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD, and (ii) to provide a transfer agent and registrar for such Registrable Securities not later than the effective date of such registrationregistration statement and to instruct such transfer agent (A) to release any stop transfer order with respect to the certificates with respect to the Registrable Securities being sold and (B) to furnish certificates without restrictive legends representing ownership of the shares being sold, in such denominations requested by the sellers of the Registrable Securities or the lead underwriter; (m) enter into such agreements and take such other actions as the sellers of Registrable Securities or the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including, without limitation, preparing for, and participating in, such number of “road shows” and all such other customary selling efforts as the underwriters reasonably request in order to expedite or facilitate such disposition; (n) furnish to any holder of such Registrable Securities on a confidential basis such information and assistance as such holder may reasonably request in connection with any “due diligence” effort which such seller deems appropriate; and (jo) use its reasonable best efforts to list take all other steps necessary to effect the registration of such Registrable Securities covered by such contemplated hereby. As a condition to its registration statement on any national securities exchange on which of Registrable Securities of any prospective seller, the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each such seller of any Registrable Securities as to which any registration is being effected to execute powers-of-attorney, custody arrangements and other customary agreements appropriate to facilitate the offering and to furnish to the Company such information regarding such seller seller, its ownership of Registrable Securities and the distribution disposition of such securities Registrable Securities as the Company may from time to time reasonably request in writingwriting and as shall be required by law in connection therewith. Each such holder agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such holder not materially misleading. The Company agrees not to file or make any amendment to any registration statement with respect to any Registrable Securities, or any amendment of or supplement to the prospectus used in connection therewith, which refers to any holder of Registrable Securities, or otherwise identifies any holder of Registrable Securities agrees as the holder of any Registrable Securities, without the consent of such holder, such consent not to be unreasonably withheld or delayed, unless such disclosure is required by law. By acquisition of Registrable Securities, each holder of such Registrable Securities that, shall be deemed to have agreed that upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.37.7(h), such holder will forthwith promptly discontinue such holder's ’s disposition of Registrable Securities pursuant to the registration statement relating to covering such Registrable Securities until such holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if 7.7(h). If so directed by the Company, each holder of Registrable Securities will deliver to the Company (at the Company's ’s expense) all copies, other than permanent file copies, then in such holder's ’s possession of the prospectus relating to covering such Registrable Securities current at the time of receipt of such notice. In the event that the Company shall give any such notice, the period mentioned in Section 7.7(a) shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date 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 Section 7.7(h).

Registration Procedures. If and whenever Whenever any Stockholders request that any Registrable Securities be registered pursuant to Section 1.01 or 1.02 hereof, subject to the provisions of such Sections, the Company is required to shall use its reasonable best efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities Act intended method of disposition thereof as provided quickly as practicable, and, in Sections 1.1 and 1.2, the Company will, as expeditiously as possibleconnection with any such request: (a) The Company shall as expeditiously as possible prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to effect such registration be registered thereunder in accordance with the intended method of distribution thereof, and thereafter use its reasonable best efforts to cause such filed registration statement to become effective; PROVIDEDand remain effective for a period of not less than 180 days, HOWEVERor in the case of a shelf registration statement, that one (1) year (or such shorter period in which all of the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the Registering Stockholders included in such registration statement relating thereto;shall have actually been sold thereunder). (b) prepare Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each participating Stockholder and file with each underwriter, if any, of the Commission such amendments and supplements to Registrable Securities covered by such registration statement and the prospectus used in connection therewith as may be necessary to keep copies of such registration statement effective as proposed to be filed, and thereafter the Company shall furnish to such Stockholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Stockholder. (c) After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of during the applicable period in accordance with the intended methods of disposition by the seller or sellers Registering Stockholders thereof set forth in such registration statement; PROVIDED, that except with respect statement or supplement to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(gprospectus and (iii) of Regulation S-X that applies to the Company; (c) furnish to promptly notify each seller of Registering Stockholder holding Registrable Securities covered by such registration statement, such number statement of conformed copies any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request;stop order or to remove it if entered. (d) The Company shall use its reasonable best efforts to (i) to register or qualify all the Registrable Securities and other securities covered by such registration statement under such other securities or “blue sky sky” laws of such States of jurisdictions in the United States of America where an exemption is not available and as the sellers of any Registering Stockholder holding such Registrable Securities covered by reasonably (in light of such registration statement shall reasonably request, Stockholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to keep be registered with or approved by such registration other governmental agencies or qualification in effect for so long authorities as such registration statement remains in effect, may be necessary by virtue of the business and (iii) to take operations of the Company and do any and all other action which acts and things that may be reasonably necessary or advisable to enable such sellers Stockholder to consummate the disposition in such jurisdictions of the securities to be sold Registrable Securities owned by such sellers, except Stockholder; provided that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein where it would not otherwise be required to qualify but for the requirements of this subdivision Section 1.04(d), (dB) be obligated subject itself to be so qualified taxation in any such jurisdiction or to (C) consent to general service of process in any such jurisdiction;. (e) use its reasonable best efforts to cause all The Company shall immediately notify each Registering Stockholder holding such Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, or upon as thereafter delivered to the happening purchasers of any event as a result of whichsuch Registrable Securities, the such prospectus included in such registration statement, as then in effect, includes will not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, misleading and at the request of any such seller promptly prepare and furnish make available to it each such Stockholder and file with the SEC any such supplement or amendment. (i) The DLJMB Stockholders shall have the right, in their sole discretion, to select the underwriter or underwriters in connection with any Public Offering resulting from a reasonable number Demand Registration, which underwriter or underwriters may include any Affiliate of copies any DLJMB Stockholder, and (ii) the Company shall select an underwriter or underwriters in connection with any other Public Offering. In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take all such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including the engagement of a supplement “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the NASD. (g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for inspection by any Registering Stockholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 1.04 and any attorney, accountant or an amendment other professional retained by any such Stockholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such prospectus Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Registering Stockholder agrees that information obtained by it as may a result of such inspections shall be necessary so deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is made generally available to the public. Each Registering Stockholder further agrees that, as thereafter delivered upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the purchasers of such securitiesCompany and allow the Company, such prospectus shall not include an untrue statement of a material fact or omit at its expense, to state a material fact required undertake appropriate action to be stated therein or necessary to make the statements therein not misleading in the light prevent disclosure of the circumstances under which they were made;Records deemed confidential. (h) The Company shall furnish to each Registering Stockholder and to each such underwriter, if any, a signed counterpart, addressed to such Stockholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Stockholders or the managing underwriter therefor reasonably requests. (i) The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of or such registration statement, which earnings statement other document that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to . (j) The Company may require each such seller Registering Stockholder promptly to furnish in writing to the Company such information regarding the distribution of the Registrable Securities a copy as the Company may from time to time request and such other information as may be legally required in connection with such registration. (k) Each such Registering Stockholder agrees that, upon receipt of any written notice from the Company of the occurrence of any event requiring the preparation of a supplement or amendment or supplement of a prospectus relating to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by a registration statement that is required to be delivered under the Securities Act 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 required to be stated therein or to make the statements therein not misleading, such Stockholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Stockholder’s receipt of the copies of a supplemented or amended prospectus, and, if so directed by the Company, such Stockholder shall deliver to the Company all copies, other than any permanent file copies then in such Stockholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 1.04(a) hereof) by the number of days during the period from and after a date not later than including the effective date of the giving of notice pursuant to Section 1.04(e) hereof to the date when the Company shall make available to such registration; andStockholder a prospectus supplemented or amended to conform with the requirements of Section 1.04(e) hereof. (jl) The Company shall use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange or quotation system on which any of the Registrable Securities of the same class covered by such registration statement are then listed and, if no or traded and to maintain such listing so long as any such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. remain outstanding. (m) The Company may require each seller shall have appropriate officers of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the Company's expensecase may be, (ii) all copiestake other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable efforts to cooperate as requested by the underwriters in the offering, other than permanent file copies, then in such holder's possession marketing or selling of the prospectus relating to such Registrable Securities current at the time of receipt of such noticeSecurities.

Registration Procedures. If and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 2.1 and 1.22.2, the Company will, as expeditiously as possible: (ai) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicableCompany) file with the Commission the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDEDprovided, HOWEVERhowever, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a2.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (bii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective in accordance with Section 2.1(d) hereof and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDEDprovided, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company135 days; (ciii) furnish to each seller of Registrable Securities covered by such registration statement, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request; (div) use its reasonable best efforts (ix) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by such registration statement shall reasonably request, (iiy) to keep such registration or qualification in effect for so long as such registration statement remains in effect, effect and (iiiz) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold by such sellers, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (div) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (ev) 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 reasonable opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (fvi) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (j) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

Registration Procedures. If and whenever Whenever Stockholders request that any Registrable Securities be registered pursuant to Section 4.01 or 4.02 hereof, subject to the provisions of such Sections, the Company is required to will use its reasonable best efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities Act intended method of disposition thereof as provided quickly as practicable, and in Sections 1.1 and 1.2, the Company will, as expeditiously as possibleconnection with any such request: (a) prepare and The Company will as expeditiously as possible (within 90 days after the end of the period within which requests for registration may be given to the Company or but in any event as soon thereafter as practicablewithin (i) file with 45 days of receipt of a request for a Demand Registration or (ii) in the Commission the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDEDcase of a Shortform Registration, HOWEVER, that the Company may discontinue any registration within 21 days of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date receipt of the registration statement relating thereto; (ba request for a Demand Registration) prepare and file with the Commission SEC a registration statement on any form reasonably acceptable to FP for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its best efforts to cause such amendments filed registration statement to become and supplements to remain effective for a period of not less than 180 days, or in the case of a shelf registration statement, one year (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder). (b) Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company will, if requested, furnish to each participating Stockholder and each underwriter, if any, of the prospectus used in connection therewith as may be necessary to keep Registrable Securities covered by such registration statement effective copies of such registration statement as proposed to be filed, and thereafter the Company will furnish to such Stockholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Stockholder. FP shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to FP and the Company shall use all reasonable efforts to comply with such request, provided, however, that the Company shall not have any obligation so to modify any information if so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (c) After the filing of the registration statement, the Company will (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of during the applicable period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect statement or supplement to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(gprospectus and (iii) of Regulation S-X that applies to the Company; (c) furnish to promptly notify each seller of Stockholder holding Registrable Securities covered by such registration statement, such number statement of conformed copies any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request;stop order or to remove it if entered. (d) The Company will use its all reasonable best efforts to (i) to register or qualify all the Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of jurisdictions in the United States of America where an exemption is not available and as the sellers of any Stockholder holding such Registrable Securities covered by reasonably (in light of such registration statement shall reasonably request, Stockholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to keep be registered with or approved by such registration other governmental agencies or qualification in effect for so long authorities as such registration statement remains in effect, may be necessary by virtue of the business and (iii) to take operations of the Company and do any and all other action which acts and things that may be reasonably necessary or advisable to enable such sellers Stockholder to consummate the disposition in such jurisdictions of the securities to be sold Registrable Securities owned by such sellersStockholder, except provided that the Company shall will not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein where it would not otherwise be required to qualify but for the requirements of this subdivision paragraph (d), (B) be obligated subject itself to be so qualified taxation in any such jurisdiction or to (C) consent to general service of process in any such jurisdiction;. (e) use its reasonable best efforts to cause all The Company will immediately notify each Stockholder holding such Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, or upon as thereafter delivered to the happening purchasers of any event as a result of whichsuch Registrable Securities, the such prospectus included in such registration statement, as then in effect, includes will not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, misleading and at the request of any such seller promptly prepare and furnish make available to it a reasonable number of copies each such Stockholder and file with the SEC any such supplement or amendment. (i) FP will have the right, in its sole discretion, to select an underwriter or underwriters in connection with any Public Offering resulting from the exercise of a supplement Demand Registration, which underwriter or underwriters may include any Affiliate of FP, and (ii) the Company will select an underwriter or underwriters in connection with any other Public Offering. In connection with any Public Offering, the Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or an amendment facilitate the disposition of such prospectus Registrable Securities in any such Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the NASD. (g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Stockholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 4.04 and any attorney, accountant or other professional retained by any such Stockholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as may shall be reasonably necessary so or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Stockholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such is made generally available to the public. Each Stockholder further agrees that, as thereafter delivered upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it will give notice to the purchasers of such securitiesCompany and allow the Company, such prospectus shall not include an untrue statement of a material fact or omit at its expense, to state a material fact required undertake appropriate action to be stated therein or necessary to make the statements therein not misleading in the light prevent disclosure of the circumstances under which they were made;Records deemed confidential. (h) The Company will furnish to each such Stockholder and to each such underwriter, if any, a signed counterpart, addressed to such Stockholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Stockholders or the managing underwriter therefor reasonably requests. (i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and, if required, and make available to its security holderssecurityholders, as soon as reasonably practicable, an earnings statement or such other document covering the a period of at least twelve months, but not more than eighteen 12 months, beginning with the first full calendar month within three months after the effective date of such the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to . (j) The Company may require each such seller Stockholder promptly to furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. (k) Each such Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.04(e) hereof, such Stockholder will forthwith discontinue disposition of Registrable Securities a copy pursuant to the registration statement covering such Registrable Securities until such Stockholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4.04(e) hereof, and, if so directed by the Company, such Stockholder will deliver to the Company all copies, other than any amendment or supplement to permanent file copies then in such Stockholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 4.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 4.04(e) hereof to the date when the Company shall make available to such Stockholder a prospectus supplemented or prospectus;amended to conform with the requirements of Section 4.04(e) hereof. (il) The Company will use its best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded. (m) The Company will provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (j) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such noticestatement.

Registration Procedures. If and whenever Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02, subject to the provisions of such Sections, the Company shall use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and, in connection with any such request: (a) The Company shall as expeditiously as possible prepare and file with the SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days, or in the case of a shelf registration statement, one year (or such shorter period in which all of the Registrable Securities of the Shareholders included in such registration statement shall have actually been sold thereunder). (b) Prior to filing a registration statement or prospectus or any amendment or supplement thereto (other than any report filed pursuant to the Exchange Act that is required incorporated by reference therein), the Company shall, if requested, furnish to each participating Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to such Shareholder and underwriter, if any, copies of each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424, Rule 430A, Rule 430B or Rule 430C under the Securities Act and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 and 1.2comply with such request, the Company willprovided, as expeditiously as possible: (a) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVERhowever, that the Company may discontinue shall not have any registration obligation so to modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of its securities which are a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not Registrable Securities misleading or omit any statement required by law. (and, under c) After the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date filing of the registration statement relating thereto; statement, the Company shall (bi) prepare and file with cause the Commission such amendments and supplements related prospectus to such registration statement and be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of during the applicable period in accordance with the intended methods of disposition by the seller or sellers Shareholders thereof set forth in such registration statement; PROVIDED, that except with respect statement or supplement to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(gprospectus and (iii) of Regulation S-X that applies to the Company; (c) furnish to promptly notify each seller of Shareholder holding Registrable Securities covered by such registration statement, such number statement of conformed copies any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request;stop order or to remove it if entered. (d) The Company shall use its reasonable best efforts to (i) to register or qualify all the Registrable Securities and other securities covered by such registration statement under such other securities or “blue sky sky” laws of such States of jurisdictions in the United States of America where an exemption is not available and as the sellers of any Registering Shareholder holding such Registrable Securities covered by reasonably (in light of such registration statement shall reasonably request, Shareholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to keep be registered with or approved by such registration other governmental agencies or qualification in effect for so long authorities as such registration statement remains in effect, may be necessary by virtue of the business and (iii) to take operations of the Company and do any and all other action which acts and things that may be reasonably necessary or advisable to enable such sellers Shareholder to consummate the disposition in such jurisdictions of the securities to be sold Registrable Securities owned by such sellersShareholder, except provided that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein where it would not otherwise be required to qualify but for the requirements of this subdivision Section 5.04(d), (dB) be obligated subject itself to be so qualified taxation in any such jurisdiction or to (C) consent to general service of process in any such jurisdiction;. (e) use its reasonable best efforts to cause all The Company shall immediately notify each Shareholder holding Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, or upon as thereafter delivered to the happening purchasers of any event as a result of whichsuch Registrable Securities, the such prospectus included in such registration statement, as then in effect, includes will not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, misleading and at the request of any such seller promptly prepare and furnish make available to it a reasonable number each such Shareholder and file with the SEC any such supplement or amendment. (i) A Majority in Interest of copies the Xxxxxx Xxxxxxx Investors shall have the right, in their sole discretion, to select an underwriter or underwriters in connection with any Public Offering resulting from the exercise by the Xxxxxx Xxxxxxx Investors of a supplement Demand Registration, which underwriter or underwriters may include any Affiliate of the Xxxxxx Xxxxxxx Investors and (ii) the Company shall select an underwriter or underwriters in connection with any other Public Offering. In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or an amendment facilitate the disposition of such prospectus Registrable Securities in any such Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with FINRA. (g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as may shall be reasonably necessary so or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Shareholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is made generally available to the public. Each Shareholder further agrees that, as thereafter delivered upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the purchasers of such securitiesCompany and allow the Company, such prospectus shall not include an untrue statement of a material fact or omit at its expense, to state a material fact required undertake appropriate action to be stated therein or necessary to make the statements therein not misleading in the light prevent disclosure of the circumstances under which they were made;Records deemed confidential. (h) The Company shall furnish to each Shareholder offering any Registrable Securities in such Public Offering and to each such underwriter, if any, a signed counterpart, addressed to such Shareholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests. (i) The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of or such registration statement, which earnings statement other document that shall satisfy the provisions requirements of Section 11(a) of Rule 158 under the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; andAct. (j) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected such Shareholder promptly to furnish in writing to the Company such information regarding such seller and the distribution of such securities the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in writing. connection with such registration. (k) Each holder of Registrable Securities Shareholder agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.35.04(e), such holder will Shareholder shall forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to covering such Registrable Securities until such holder's Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 5.04(e), and, if so directed by the Company, will such Shareholder shall deliver to the Company (at the Company's expense) all copies, other than any permanent file copies, copies then in such holder's possession Shareholder’s possession, of the most recent prospectus relating to covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e). (l) The Company shall use its best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded. (m) The Company shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their best efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.

Registration Procedures. If and whenever In the case of each registration effected by the Company is required pursuant to Section 2, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Company will use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 and 1.2, the Company will, as expeditiously as possible: (a) prepare and (within 90 days after Keep such registration effective for a period ending on the end earlier of the period within date which requests for registration may be given to the Company or in any event as soon thereafter as practicableis one hundred twenty (120) file with the Commission the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to days from the effective date of the registration statement or such time as the Holder or Holders have completed the distribution described in the registration statement relating thereto;; provided, however, that (i) such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such 120-day period shall be extended for up to 90 days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold. (b) prepare Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with for the intended methods of disposition by the seller or sellers thereof period set forth in such registration statement; PROVIDED, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(gsubsection (a) of Regulation S-X that applies to the Companyabove; (c) furnish to each seller of Registrable Securities covered by such registration statement, Furnish such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case prospectuses, including all exhibits), such number of copies of the prospectus contained in such registration statement (including each any preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Actprospectuses, and such other documentsdocuments incident thereto, including any amendment of or supplement to the prospectus, as such seller a Holder from time to time may reasonably request; (d) use its reasonable best efforts (i) to register or Register and qualify all Registrable Securities and other the securities covered by such registration statement under such other securities or blue sky Blue Sky laws of such States of the United States of America where an exemption is not available and jurisdiction as the sellers of Registrable Securities covered by such registration statement shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate requested by the disposition in such jurisdictions of the securities to be sold by such sellersHolders; provided, except that the Company shall not for any such purpose be required in connection therewith or as a condition thereto to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (d) be obligated to be so qualified or to file a general consent to general service of process in any such jurisdiction;states or jurisdictions. (e) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify Notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon Act of the happening of any event as a result of which, which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or incomplete in the light of the circumstances under which they were madethen existing, and at the request of any following such seller notification promptly prepare and furnish to it 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 securitiesshares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances under which they were madethen existing; (f) Furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and reasonably satisfactory to a majority in interest of the Holders requesting registration of Registrable Securities and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants 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. (g) Provide a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (h) otherwise use its reasonable best efforts to Otherwise comply with all applicable rules and regulations of the Commission, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statementthe Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectusAct; (i) provide and cause Cause all such Registrable Securities registered pursuant hereunder to be maintained a transfer agent and registrar (which, in listed on each case, may be securities exchange on which similar securities issued by the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registrationCompany are then listed; and (j) use its reasonable best efforts In connection with any underwritten offering pursuant to list all Registrable Securities covered by such a registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities filed pursuant to Section 2.2 hereof, enter into an underwriting agreement in form reasonably necessary to effect the registration statement relating to offer and sale of Common Stock, provided such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such noticeunderwriting agreement contains reasonable and customary provisions.

Registration Procedures. If and whenever the Company is ----------------------- required to use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 and 1.2this Agreement, the Company will, as expeditiously as possible: (a) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite a registration statement with respect to effect such registration Registrable Securities, and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVERprovided, however, -------- ------- that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) is being effected pursuant to Sections 3 or 4 herein at any time prior to the effective date of the registration statement relating thereto; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold (but not before the expiration of the 90-day period referred to in Section 4(3) of the Securities Act and to Rule 174 thereunder, if applicable) and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until during such time as all of such Registrable Securities have been disposed of period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company; (c) furnish to each seller of such Registrable Securities covered by such registration statement, such number of conformed copies of such registration statement and of each such amendment and supplement thereto thereof (in each case including all exhibits), such number of copies of the prospectus contained included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act), in conformity with the requirements of the Securities Act, and such other documents, documents as such seller may reasonably requestrequest in order to facilitate the disposition of the Registrable Securities by such seller; (d) use its reasonable best efforts (i) to register or qualify all such Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and jurisdictions as the sellers of Registrable Securities covered by such registration statement each seller shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take do any and all other action acts and things which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the securities to be sold Registrable Securities owned by such sellersseller; provided, except however, that the Company shall not for any such purpose -------- ------- be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein where it would is not but for the requirements of this subdivision (d) be obligated to be then so qualified or to consent take any action which would subject it to general service of process in any such jurisdictionjurisdiction where it is not then so subject or subject itself to general taxation in any jurisdiction where it is not then so subject; (e) use its reasonable best efforts to cause all immediately notify each seller of any Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities ActAct within the appropriate period mentioned in clause (b) of this Section 5, upon discovery that, or upon of the happening of any event as a result of which, Company becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in the light of the circumstances under which they were madethen existing, and at the request of any such seller promptly within ten days prepare and furnish to it all sellers a reasonable number of copies of a supplement to an amended or an amendment of such supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securitiesRegistrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were madethen existing; (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (jf) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed, if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange, and provide an independent transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement; (g) furnish to each seller of Registrable Securities covered by such registration statement a signed counterpart, addressed to such seller (and the underwriters, if any) of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement (or, if such registration involves an underwritten public offering, dated the date of the closing under the underwriting agreement), reasonably satisfactory in form and substance to the sellers of not less than 50% of such Registrable Securities (and the managing underwriter, if any); and (ii) a "comfort" letter, dated the effective date of such registration statement (or, if such registration involves an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have certified the Company's financial statements included in such registration statement, covering such matters with respect to such registration statement as are customarily covered in accountants' letters delivered to the underwriters in underwritten offerings of securities as may reasonably be requested by the sellers of not less than 50% of such Registrable Securities (and the managing underwriter, if any); and (h) make available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter 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 underwriter (individually, an "Inspector" and collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility (collectively, the "Records"), 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; provided that any Records that are designated -------- by the Company in writing as confidential shall be kept confidential by the Inspectors unless (A) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (B) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or by any regulatory authority having jurisdiction. Each Investor agrees that non-public information obtained by it as a result of such Inspections shall be deemed confidential and acknowledges its obligations under the Federal securities laws not to trade any securities of the Company on the basis of material non-public information. The Company may require each seller of Registrable Securities as to which any registration is being effected promptly to furnish to the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.as may be legally

Registration Procedures. If and whenever the Company is required ----------------------- to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 sections 2.1 and 1.22.2, the Company willshall, as expeditiously as possible: (ai) prepare and (in the case of a registration pursuant to section 2.1, such filing to be made within 90 45 days after the end initial request of the period within which requests for registration may be given to the Company one or more Initiating B-2 Holders or in any event as soon thereafter as practicablepossible) file with the Commission the requisite registration statement to effect such registration (including such audited financial statements as may be required by the Securities Act or the rules and regulations promulgated thereunder) and thereafter use its reasonable best efforts to cause such registration statement to become and remain effective; PROVIDED, HOWEVER, provided -------- however that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(asection 2.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto, provided further that before filing such -------- registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration copies of all such documents proposed to be filed, which documents will be subject to the review, but not the prior approval, of such counsel; (bii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until the earlier of such time as all of such Registrable Securities securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDEDstatement or (i) in the case of a registration pursuant to section 2.1, that except with respect to any the expiration of 180 days after such registration statement filed becomes effective, or (ii) in the case of a registration pursuant to Rule 415 under section 2.2, the Securities Act, expiration of 90 days after such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Companyregistration statement becomes effective; (ciii) furnish to each seller of Registrable Securities covered by such registration statementstatement and each underwriter, if any, of the securities being sold by such seller such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller and underwriter, if any, may reasonably request; (div) use its reasonable best efforts (i) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities laws or blue sky laws of such States jurisdictions as any seller thereof and any underwriter of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered securities being sold by such registration statement seller shall reasonably request, (ii) to keep such registration registrations or qualification qualifications in effect for so long as such registration statement remains in effect, and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers seller and underwriter to consummate the disposition in such jurisdictions of the securities to be sold owned by such sellersseller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (div) be obligated to be so qualified qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction; (ev) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (fvi) furnish at the effective date of such registration statement to each seller of Registrable SecuritiesSecurities a signed counterpart, addressed to such seller and each such seller's the underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (j) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

Registration Procedures. If and whenever Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 2.01, 2.02 or 2.03, subject to the provisions of such Sections, the Company is required to shall use its all reasonable best efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities Act intended method of disposition thereof as provided quickly as practicable, and, in Sections 1.1 and 1.2, the Company will, as expeditiously as possibleconnection with any such request: (a) The Company shall as expeditiously as possible prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to effect such registration be registered thereunder in accordance with the intended method of distribution thereof, and thereafter use its all reasonable best efforts to cause such filed registration statement to become effective; PROVIDEDand remain effective for a period of not less than 180 days, HOWEVERor in the case of a Shelf Registration, that three years (or such shorter period in which all of the Company may discontinue any registration of its securities which are not Registrable Securities (and, under of the circumstances specified Shareholders included in Section 1.2(asuch registration statement shall have actually been sold thereunder), its securities which are Registrable Securities) at any time prior . Any such registration statement shall be an automatically effective registration statement to the effective date of extent permitted by the registration statement relating thereto;SEC’s rules and regulations. (b) prepare Prior to filing a registration statement or prospectus or any amendment or supplement thereto (other than any report filed pursuant to the Exchange Act that is incorporated by reference therein), the Company shall, if requested, furnish to each participating Shareholder and file with each underwriter, if any, of the Commission such amendments and supplements to Registrable Securities covered by such registration statement and the prospectus used in connection therewith as may be necessary to keep copies of such registration statement effective as proposed to be filed and provide each participating Shareholder with a reasonable period of time to comment thereon, and thereafter the Company shall furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424, Rule 430A, Rule 430B or Rule 430C under the Securities Act and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. (c) After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of during the applicable period in accordance with the intended methods of disposition by the seller or sellers Shareholders thereof set forth in such registration statement; PROVIDEDstatement or supplement to such prospectus, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(gand (iii) of Regulation S-X that applies to the Company; (c) furnish to promptly notify each seller of Shareholder holding Registrable Securities covered by such registration statement, such number statement of conformed copies any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request;stop order or to remove it if entered. (d) The Company shall use its all reasonable best efforts to (i) to register or qualify all the Registrable Securities and other securities covered by such registration statement under such other securities or “blue sky sky” laws of such States of jurisdictions in the United States of America where an exemption is not available and as the sellers of any Registering Shareholder holding such Registrable Securities covered by reasonably (in light of such registration statement shall reasonably request, Shareholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to keep be registered with or approved by such registration other governmental agencies or qualification in effect for so long authorities as such registration statement remains in effect, may be necessary by virtue of the business and (iii) to take operations of the Company and do any and all other action which acts and things that may be reasonably necessary or advisable to enable such sellers Shareholder to consummate the disposition in such jurisdictions of the securities to be sold Registrable Securities owned by such sellersShareholder, except provided that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein where it would not otherwise be required to qualify but for the requirements of this subdivision Section 2.05(d), (dB) be obligated subject itself to be so qualified taxation in any such jurisdiction or to (C) consent to general service of process in any such jurisdiction;. (e) use its reasonable best efforts to cause all The Company shall immediately notify each Shareholder holding such Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, or upon as thereafter delivered to the happening purchasers of any event as a result of whichsuch Registrable Securities, the such prospectus included in such registration statement, as then in effect, includes will not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, misleading and at the request of any such seller promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment. (f) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 2.05 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable any of the Inspectors to exercise its due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement, or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Shareholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in any of the Company’s securities unless and until such information is made generally available to the public. Each Shareholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. (g) The Company shall use reasonable best efforts to furnish to it each Registering Shareholder and to each such underwriter, if any, a reasonable number signed counterpart, addressed to such Shareholder or underwriter, of copies (i) an opinion or opinions of counsel to the Company and (ii) a supplement to comfort letter or an amendment comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of such prospectus as may be necessary so thatthe kind customarily covered by opinions or comfort letters, as thereafter delivered to the purchasers case may be, as the Shareholders holding the majority of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required the Registrable Securities to be stated therein or necessary to make sold for the statements therein not misleading account of all Shareholders in the light of offering or the circumstances under which they were made;managing underwriter therefor reasonably requests. (h) The Company shall otherwise use its all reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings statement or such other document covering the a period of at least twelve months, but not more than eighteen 12 months, beginning with the first full calendar month within three months after the effective date of such the registration statement, which earnings statement shall satisfy satisfies the provisions requirements of Section 11(a) of Rule 158 under the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus;Act. (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (j) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected Shareholder promptly to furnish in writing to the Company such information regarding such seller and the distribution of such securities the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in writing. connection with such registration. (j) Each holder of Registrable Securities Shareholder agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.32.05(e), such holder will Shareholder shall forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to covering such Registrable Securities until such holder's Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 2.05(e), and, if so directed by the Company, will such Shareholder shall deliver to the Company (at the Company's expense) all copies, other than any permanent file copies, copies then in such holder's possession Shareholder’s possession, of the most recent prospectus relating to covering such Registrable Securities current at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 2.05(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.05(e) to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 2.05(e). (k) The Company shall use reasonable best efforts to list all shares of Common Stock (or other securities) issued upon conversion of the Convertible Securities on any securities exchange or quotation system on which the Common Shares (or such other securities) are then listed or traded, upon issuance thereof. (l) The Company shall select an underwriter or underwriters in connection with any other Public Offering. In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with FINRA. (m) The Company shall have appropriate senior executive officers of the Company (i) prepare and make presentations at any “road shows” and before analysts, and (ii) otherwise use their reasonable efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.

Registration Procedures. (a) If and whenever the Company is required by the provisions of Sections 2 or 4 hereof to use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 and 1.2Shares, the Company will, shall as expeditiously as possible: (ai) prepare and (and, in any event within 90 60 days after the end of the period within which requests a request for registration may be given to the Company or in any event as soon thereafter as practicable) Company, file with the Securities and Exchange Commission (the requisite "SEC") a registration statement with respect to effect such registration Registrable Shares and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (bii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period not in excess of 90 days and to comply with the provisions of the Securities Act Act, the Exchange Act, and the rules and regulations promulgated thereunder with respect to the disposition of all Registrable Securities the securities covered by such registration statement until during such time as all of such Registrable Securities have been disposed of period in accordance with the intended methods of disposition by the seller or sellers Holders thereof set forth in such registration statement; PROVIDEDprovided, that except with respect to any the Company shall notify each Holder of Registrable Shares covered by such registration statement filed pursuant of any stop order issued or threatened by the SEC, any other order suspending the use of any preliminary prospectus or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, and take all reasonable actions required to Rule 415 under prevent the Securities Actentry of such stop order, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies other order or suspension or to the Companyremove it if entered; (ciii) furnish to each seller Holder and each underwriter, if applicable, of Registrable Securities Shares covered by such registration statement, statement such number of conformed copies of such the registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act), in conformity with the requirements of the Securities Act, and such other documents, documents as each Holder of Registrable Shares covered by such seller registration statement may reasonably requestrequest in order to facilitate the disposition of the Registrable Shares owned by such Holder; (div) use its reasonable best efforts (i) to register or qualify all such Registrable Securities and other securities Shares covered by such registration statement under such other the state securities or blue sky laws of such States of the United States of America where an exemption is not available and jurisdictions as the sellers each Holder of Registrable Securities Shares covered by such registration statement shall and, if applicable, each underwriter, may reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take do any and all other action acts and things which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold Registrable Shares owned by such sellersHolder; PROVIDED, except HOWEVER, that in connection therewith, the Company shall not for be required to (A) qualify as a foreign corporation to do business or to register as a broker or dealer in any such purpose jurisdiction where it would not otherwise be required to qualify generally or register but for this clause (iv), (B) subject itself to do business as a foreign corporation taxation in any jurisdiction wherein it would not but for the requirements of this subdivision or (dC) be obligated to be so qualified or to file a general consent to general service of process in any such jurisdiction;. (ev) use its reasonable best efforts to cause all such Registrable Securities Shares covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers Holders thereof to consummate the disposition of such Registrable SecuritiesShares; (fvi) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto to the Registrable Shares is required to be delivered under the Securities Act, upon discovery that, or upon the happening of Act any event shall have occurred as a the result of which, the which any such prospectus included in such registration statement, as then in effect, includes effect would include an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in immediately give written notice thereof to each Holder and the light managing underwriter, if any, of the circumstances under which they were made, such Registrable Shares and at the request of any such seller promptly prepare and furnish to it each such Holder a reasonable number of copies of a supplement to an amended or an amendment of such supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securitiesRegistrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were mademisleading; (hvii) use its best efforts to cause such Registrable Shares to be accepted for listing or quotation on any securities exchange or automated quotation system on which similar securities of the Company are then listed, and enter into customary agreements including a listing application and indemnification agreement in customary form, provided that the applicable listing requirements are satisfied, and provide a transfer agent and registrar for such Registrable Shares covered by such registration statement not later than the effective date of such registration statement; (viii) enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions as each Holder of Registrable Shares being sold or the underwriter, if any, reasonably requests in order to expedite or facilitate the disposition of such Registrable Shares, including customary indemnification and opinions; (ix) to the extent reasonably requested by the Holders of at least 51% of the Registrable Shares being sold, or the underwriters, if any, use its best efforts to obtain a "cold comfort" letter or letters from the Company's independent public accountants in customary form and covering matters of the type customarily covered by "cold comfort" letters; (x) make available, at the Company's expense, for inspection by representatives of any Holder of Registrable Shares covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by such Holders or any such underwriter (collectively, the "HOLDER REPRESENTATIVES"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (excluding any such records and documents as are protected by attorney-client privilege or which the Company is prohibited from disclosing pursuant to the terms of any nondisclosure agreements to which the Company or any of its subsidiaries is a party; PROVIDED that, to the extent permitted under any such nondisclosure agreement, the Company shall disclose any information subject to such nondisclosure agreement upon execution and delivery by such Holder or Holder Representative of a confidentiality agreement for the benefit of the parties to such nondisclosure agreement); (xi) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month practicable after the effective date of such the registration statement, which an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 the rules and regulations promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (jxii) use its reasonable best efforts to list all notify counsel for the Holders of Registrable Securities covered by Shares included in such registration statement on and the managing underwriter, if any, immediately, and confirm the notice in writing, (A) when the registration statement, or any national securities exchange on which Registrable Securities post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed and (B) of any request of the same class covered by such SEC to amend the registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which or amend or supplement the Common Stock is then listed. The Company may require each seller prospectus or for additional information. (b) Each Holder of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities Shares hereby agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind type described in subdivision (gSection 5(a)(vi) of this Section 1.3hereof, such holder will Holder shall forthwith discontinue such holder's disposition of such Registrable Securities pursuant to the Shares covered by such registration statement relating to such Registrable Securities or related prospectus until such holderHolder's receipt of the copies of the supplemented supplemental or amended prospectus contemplated by subdivision Section 5(a)(vi) hereof. In the event the Company shall give any such notice, the period mentioned in Section 5(a)(ii) hereof shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 5(a)(vi) hereof and including the date when such Holder shall have received the copies of the supplemental or amended prospectus contemplated by Section 5(a)(vi) hereof. If for any other reason the effectiveness of any registration statement filed pursuant to Section 4 hereof is suspended or interrupted prior to the expiration of the time period regarding the maintenance of the effectiveness of such Registration Statement required by Section 5(a)(ii) hereof so that Registrable Shares may not be sold pursuant thereto, the applicable time period shall be extended by the number of days equal to the number of days during the period beginning with the date of such suspension or interruption to and ending with the date when the sale of Registrable Shares pursuant to such registration statement may be recommenced. (gc) of this Section 1.3 and, if so directed by Each Holder hereby agrees to provide the Company, will deliver upon receipt of its request, with such information about such Holder to enable the Company to comply with the requirements of the Securities Act and to execute such certificates as the Company may reasonably request in connection with such information and otherwise to satisfy any requirements of law. Each Holder further agrees to furnish to the Company (at in writing such information regarding the Company's expense) all copiesHolder and his, other than permanent file copies, then in such holder's possession her or its proposed distribution of Registrable Shares as the prospectus relating Company may from time to such Registrable Securities current at the time of receipt of such noticereasonably request.

Registration Procedures. If and whenever Whenever Securityholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02 hereof, subject to the provisions of such Sections, the Company is required to will use its reasonable best efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the intended method of disposition thereof as quickly as practicable, and in connection with any such request: (a) The Company will as expeditiously as possible prepare and file with the SEC a registration statement on any form reasonably acceptable to the Requesting Securityholders for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities Act as provided to be registered thereunder in Sections 1.1 accordance with the intended method of distribution thereof, and 1.2use its best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days, or in the case of a shelf registration statement, one year (or such shorter period in which all of the Registrable Securities of the Holders included in such registration statement shall have actually been sold thereunder). (b) Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company will, as expeditiously as possible: (a) prepare if requested, furnish to each participating Securityholder and (within 90 days after the end each underwriter, if any, of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause Registrable Securities covered by such registration statement copies of such registration statement as proposed to become effective; PROVIDEDbe filed, HOWEVERand thereafter the Company will furnish to such Securityholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Securityholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Securityholder. Each of the CVC US Securityholder Representative, the FP Securityholder Representative and the CVC Asia Pacific Securityholder Representative shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Institutional Securityholder or any of the CVC Asia Pacific Investors or their Permitted Transferees, as the case may be, and the Company shall use all reasonable efforts to comply with such request, provided, however, that the Company may discontinue shall not have any registration obligation so to modify any information if so doing would cause the prospectus to contain an untrue statement of its securities which are a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not Registrable Securities misleading. (and, under c) After the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date filing of the registration statement relating thereto; statement, the Company will (bi) prepare and file with cause the Commission such amendments and supplements related prospectus to such registration statement and be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the prospectus used in connection therewith as may be necessary to keep such registration statement effective and Securities Act, (ii) to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of during the applicable period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect statement or supplement to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(gprospectus and (iii) of Regulation S-X that applies to the Company; (c) furnish to promptly notify each seller of Securityholder holding Registrable Securities covered by such registration statement, such number statement of conformed copies any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request;stop order or to remove it if entered. (d) The Company will use its all reasonable best efforts to (i) to register or qualify all the Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of jurisdictions in the United States of America where an exemption is not available and as the sellers of any Securityholder holding such Registrable Securities covered by reasonably (in light of such registration statement shall reasonably request, Securityholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to keep be registered with or approved by such registration other governmental agencies or qualification in effect for so long authorities as such registration statement remains in effect, may be necessary by virtue of the business and (iii) to take operations of the Company and do any and all other action which acts and things that may be reasonably necessary or advisable to enable such sellers Securityholder to consummate the disposition in such jurisdictions of the securities to be sold Registrable Securities owned by such sellersSecurityholder, except provided that the Company shall will not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein where it would not otherwise be required to qualify but for the requirements of this subdivision paragraph (d), (B) be obligated subject itself to be so qualified taxation in any such jurisdiction or to (C) consent to general service of process in any such jurisdiction;. (e) use its reasonable best efforts to cause all The Company will immediately notify each Securityholder holding such Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, or upon as thereafter delivered to the happening purchasers of any event as a result of whichsuch Registrable Securities, the such prospectus included in such registration statement, as then in effect, includes will not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading and promptly prepare and make available to each such Securityholder and file with the SEC any such supplement or amendment. (f) (i) (A) The CVC US Securityholder Representative and the FP Securityholder Representative, together, in the light case of a Demand Registration made pursuant to clause (1) of Section 5.01(a), or (B) either the CVC US Securityholder Representative, the FP Securityholder Representative or CVC Asia Pacific Securityholder Representative, in the case of a Demand Registration made pursuant to clause (2) of Section 5.01(a) by such Institutional Securityholder or the CVC Asia Pacific Securityholder Representative, as applicable, will have the right, in their sole discretion, to select an underwriter or underwriters in connection with any Public Offering resulting from the exercise of a Demand Registration by such Securityholders, which underwriter or underwriters may include any Affiliate of any Institutional Securityholder, and (ii) the Company will select an underwriter or underwriters in connection with any other Public Offering. In connection with any Public Offering, the Company will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the circumstances under which they were madeunderwriting arrangements with the NASD. (g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company will make available for inspection by any Securityholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Securityholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and at cause the request of Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such seller promptly prepare registration statement. Records that the Company determines, in good faith, to be confidential and furnish to that it a reasonable number of copies of a supplement to or an amendment notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such prospectus Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Securityholder agrees that information obtained by it as may a result of such inspections shall be necessary so deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such is made generally available to the public. Each Securityholder further agrees that, as thereafter delivered upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it will give notice to the purchasers of such securitiesCompany and allow the Company, such prospectus shall not include an untrue statement of a material fact or omit at its own expense, to state a material fact required undertake appropriate action to be stated therein or necessary to make the statements therein not misleading in the light prevent disclosure of the circumstances under which they were made;Records deemed confidential. (h) The Company will furnish to each such Securityholder and to each such underwriter, if any, a signed counterpart, addressed to such Securityholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Securityholders (determined by Aggregate Ownership of Common Shares) or the managing underwriter therefor reasonably requests. (i) The Company will otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and, if required, and make available to its security holderssecurityholders, as soon as reasonably practicable, an earnings statement or such other document covering the a period of at least twelve months, but not more than eighteen 12 months, beginning with the first full calendar month within three months after the effective date of such the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to . (j) The Company may require each such seller Securityholder promptly to furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. (k) Each such Securityholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e) hereof, such Securityholder will forthwith discontinue disposition of Registrable Securities a copy pursuant to the registration statement covering such Registrable Securities until such Securityholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e) hereof, and, if so directed by the Company, such Securityholder will deliver to the Company all copies, other than any amendment or supplement to permanent file copies then in such Securityholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event that the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) hereof to the date when the Company shall make available to such Securityholder a prospectus supplemented or prospectus;amended to conform with the requirements of Section 5.04(e) hereof. (il) The Company will use its best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded. (m) The Company will provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (j) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such noticestatement.

Registration Procedures. If and whenever Whenever any Stockholders request that any Registrable Securities be registered pursuant to Section 1.01 or 1.02 hereof, subject to the provisions of such Sections, the Company is required to shall use its reasonable best efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities Act intended method of disposition thereof as provided quickly as practicable, and, in Sections 1.1 and 1.2, the Company will, as expeditiously as possibleconnection with any such request: (a) The Company shall as expeditiously as possible prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to effect such registration be registered thereunder in accordance with the intended method of distribution thereof, and thereafter use its reasonable best efforts to cause such filed registration statement to become effective; PROVIDEDand remain effective for a period of not less than 180 days, HOWEVERor in the case of a shelf registration statement, that one (1) year (or such shorter period in which all of the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the Registering Stockholders included in such registration statement relating thereto;shall have actually been sold thereunder). (b) prepare Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each participating Stockholder and file with each underwriter, if any, of the Commission such amendments and supplements to Registrable Securities covered by such registration statement and the prospectus used in connection therewith as may be necessary to keep copies of such registration statement effective as proposed to be filed, and thereafter the Company shall furnish to such Stockholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Stockholder. (c) After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of during the applicable period in accordance with the intended methods of disposition by the seller or sellers Registering Stockholders thereof set forth in such registration statement; PROVIDED, that except with respect statement or supplement to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(gprospectus and (iii) of Regulation S-X that applies to the Company; (c) furnish to promptly notify each seller of Registering Stockholder holding Registrable Securities covered by such registration statement, such number statement of conformed copies any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request;stop order or to remove it if entered. (d) The Company shall use its reasonable best efforts to (i) to register or qualify all the Registrable Securities and other securities covered by such registration statement under such other securities or “blue sky sky” laws of such States of jurisdictions in the United States of America where an exemption is not available and as the sellers of any Registering Stockholder holding such Registrable Securities covered by reasonably (in light of such registration statement shall reasonably request, Stockholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to keep be registered with or approved by such registration other governmental agencies or qualification in effect for so long authorities as such registration statement remains in effect, may be necessary by virtue of the business and (iii) to take operations of the Company and do any and all other action which acts and things that may be reasonably necessary or advisable to enable such sellers Stockholder to consummate the disposition in such jurisdictions of the securities to be sold Registrable Securities owned by such sellers, except Stockholder; provided that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein where it would not otherwise be required to qualify but for the requirements of this subdivision Section 1.04(d), (dB) be obligated subject itself to be so qualified taxation in any such jurisdiction or to (C) consent to general service of process in any such jurisdiction;. (e) use its reasonable best efforts to cause all The Company shall immediately notify each Registering Stockholder holding such Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, or upon as thereafter delivered to the happening purchasers of any event as a result of whichsuch Registrable Securities, the such prospectus included in such registration statement, as then in effect, includes will not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, misleading and at the request of any such seller promptly prepare and furnish make available to it each such Stockholder and file with the SEC any such supplement or amendment. (i) The DLJMB Members shall have the right, in their sole discretion, to select the underwriter or underwriters in connection with any Public Offering resulting from a reasonable number Demand Registration, which underwriter or underwriters may include any Affiliate of copies any DLJMB Member, and (ii) the Company shall select an underwriter or underwriters in connection with any other Public Offering. In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take all such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including the engagement of a supplement “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the NASD. (g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for inspection by any Registering Stockholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 1.04 and any attorney, accountant or an amendment other professional retained by any such Stockholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such prospectus Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Registering Stockholder agrees that information obtained by it as may a result of such inspections shall be necessary so deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is made generally available to the public. Each Registering Stockholder further agrees that, as thereafter delivered upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the purchasers of such securitiesCompany and allow the Company, such prospectus shall not include an untrue statement of a material fact or omit at its expense, to state a material fact required undertake appropriate action to be stated therein or necessary to make the statements therein not misleading in the light prevent disclosure of the circumstances under which they were made;Records deemed confidential. (h) The Company shall furnish to each Registering Stockholder and to each such underwriter, if any, a signed counterpart, addressed to such Stockholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Stockholders or the managing underwriter therefor reasonably requests. (i) The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of or such registration statement, which earnings statement other document that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to . (j) The Company may require each such seller Registering Stockholder promptly to furnish in writing to the Company such information regarding the distribution of the Registrable Securities a copy as the Company may from time to time request and such other information as may be legally required in connection with such registration. (k) Each such Registering Stockholder agrees that, upon receipt of any written notice from the Company of the occurrence of any event requiring the preparation of a supplement or amendment or supplement of a prospectus relating to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by a registration statement that is required to be delivered under the Securities Act 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 required to be stated therein or to make the statements therein not misleading, such Stockholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Stockholder’s receipt of the copies of a supplemented or amended prospectus, and, if so directed by the Company, such Stockholder shall deliver to the Company all copies, other than any permanent file copies then in such Stockholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 1.04(a) hereof) by the number of days during the period from and after a date not later than including the effective date of the giving of notice pursuant to Section 1.04(e) hereof to the date when the Company shall make available to such registration; andStockholder a prospectus supplemented or amended to conform with the requirements of Section 1.04(e) hereof. (jl) The Company shall use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange or quotation system on which any of the Registrable Securities of the same class covered by such registration statement are then listed and, if no or traded and to maintain such listing so long as any such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. remain outstanding. (m) The Company may require each seller shall have appropriate officers of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the Company's expensecase may be, (ii) all copiestake other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable efforts to cooperate as requested by the underwriters in the offering, other than permanent file copies, then in such holder's possession marketing or selling of the prospectus relating to such Registrable Securities current at the time of receipt of such noticeSecurities.

Registration Procedures. If and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 2.1 and 1.22.2, the Company will, will as expeditiously as possible: (ai) prepare and (within 90 as soon thereafter as possible or in any event no later than 60 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicableCompany) file with the Commission the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, PROVIDED that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a2.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (bii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until such time as all of such Registrable Securities securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, PROVIDED that except with respect the Company shall in no event be required to any keep such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Companyeffective for more than 270 days; (ciii) furnish to each seller of Registrable Securities covered by such registration statement, statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request; (div) use its reasonable best efforts (i) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and jurisdictions as the sellers of Registrable Securities covered by such registration statement each seller thereof shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the securities to be sold owned by such sellersseller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (div) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (ev) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (fvi) furnish at the effective date of such registration statement to each seller of Registrable Securities, Securities and each Requesting Holder a signed counterpart, addressed to such seller's seller and such Requesting Holder (and underwriters, if any, a signed counterpart ) of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (j) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

Registration Procedures. If Subject to section 2.1(a), if and ----------------------- whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 sections 2.1 and 1.22.2, the Company willshall, as expeditiously as reasonably possible: (ai) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite registration statement to effect such registration (including such audited financial statements as may be required by the Securities Act or the rules and regulations promulgated thereunder) and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDEDand remain effective for a period of at least 120 days, HOWEVERprovided, however that -------- ------- the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(asection 2.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (bii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of at least 120 days and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until the earlier of such time as all of such Registrable Securities securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect to any statement or such registration statement filed pursuant to Rule 415 under other time as is required by the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company; (ciii) permit any holder of Registrable Securities which holder, in its reasonable judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included; (iv) furnish to each seller of Registrable Securities covered by such registration statementstatement and each Requesting Holder and each underwriter, if any, of the securities being sold by such seller such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under pursuant to Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller and underwriter, if any, may reasonably request; (dv) use its reasonable best efforts (i) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other state securities laws or blue sky laws of such States jurisdictions as any seller thereof and any underwriter of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered securities being sold by such registration statement seller and any Requesting Holder shall reasonably request, (ii) to keep such registration registrations or qualification qualifications in effect for so long as such registration statement remains in effect, and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers seller and underwriter to consummate the disposition in such jurisdictions of the securities to be sold owned by such sellersseller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision subsection (dv) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (fvi) furnish at the effective date of such registration statement to each seller of Registrable Securities, Securities and each Requesting Holder a signed counterpart, addressed to such seller's , such Requesting Holder and the underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (j) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

Registration Procedures. (a) If and whenever the Company is required to use its commercially reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 and 1.2Section 2.1 or 2.2 above, the Company will, shall as expeditiously as possible: (ai) prepare and (within 90 as soon thereafter as possible or in any event no later than 60 days after the end of the period within which requests for registration may be given to the Company or as set forth in any event as soon thereafter as practicableSection 2.1(a)(ii)(B)) file with the Commission the requisite registration statement to effect such registration and thereafter use its commercially reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, provided that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a)2.2(a) above, its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (bii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until such time as all of such Registrable Securities securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company; (ciii) furnish to each seller of Registrable Securities covered by such registration statement, statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including without limitation all exhibits), such number of copies of the prospectus contained in such registration statement (including without limitation each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request; (div) use its commercially reasonable best efforts (i) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and jurisdictions as the sellers of Registrable Securities covered by such registration statement each seller thereof shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the securities to be sold owned by such sellersseller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision clause (div) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (ev) use its commercially reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (fvi) furnish at in connection with an underwritten offering, shall use all commercially reasonable efforts to provide to each holder of Registrable Securities named as a selling securityholder in any registration statement a copy of any auditor “comfort” letters, customary legal opinions or reports of the independent petroleum engineers of the Company relating to the oil and gas reserves of the Company, in each case that have been provided to the managing underwriter or managing underwriters in connection with the underwritten offering, not later than the Business Day prior to the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of:statement. (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (gvii) notify each seller of Registrable Securities covered by such registration statement statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it 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 securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (hviii) otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunderAct, and promptly shall furnish to each such seller of Registrable Securities at least the Business Day prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus; (iix) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; andregistration statement; (jx) use its reasonable best efforts to list cause all Registrable Securities covered by such registration statement to be listed on any national securities exchange on which Registrable Securities any of the equity securities of the Company of the same class covered by such registration statement are then listed and, if no such as the Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed; (xi) cooperate with the underwriters with respect to all roadshows and other marketing activities as may be reasonably requested by the underwriters; provided, that, management shall not be required to participate in presentations at any “roadshows” and before analysts and rating agencies, as the case may be, more than twice in a 365 day period; and (xii) enter into such agreements and take such other actions as the Requisite Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. . (b) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, that upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.32.3(vii), such holder will forthwith discontinue such holder's ’s disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (gSection 2.3(vii) as filed with the Commission or until it is advised in writing by the Company that the use of this Section 1.3 the applicable registration statement may be resumed, and, if so directed by the Company, will deliver to the Company (at the Company's ’s expense) all copies, other than permanent file copies, then in such holder's ’s possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. The Company may provide appropriate stop orders to enforce the provisions of this Section 2.3(b).

Registration Procedures. If and whenever Whenever any Stockholders request that any Registrable Securities be registered pursuant to Section 1.01 or 1.02 hereof, subject to the provisions of such Sections, the Company is required to shall use its reasonable best efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities Act intended method of disposition thereof as provided quickly as practicable, and, in Sections 1.1 and 1.2, the Company will, as expeditiously as possibleconnection with any such request: (a) The Company shall as expeditiously as possible prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to effect such registration be registered thereunder in accordance with the intended method of distribution thereof, and thereafter use its reasonable best efforts to cause such filed registration statement to become effective; PROVIDEDand remain effective for a period of not less than 180 days, HOWEVERor in the case of a shelf registration statement, that one (1) year (or such shorter period in which all of the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the Registering Stockholders included in such registration statement relating thereto;shall have actually been sold thereunder). (b) prepare and file with the Commission such amendments and supplements Prior to such filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each participating Stockholder and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions each underwriter, if any, of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company; (c) furnish to each seller of Registrable Securities covered by such registration statement, such number of conformed copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to such Stockholder and underwriter, if any, such number of copies of such registration statement, each such amendment and supplement thereto (in each case including all exhibitsexhibits thereto and documents incorporated by reference therein), such number of copies of the prospectus contained included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A (or any similar provision then in force) under the Securities Act and such other documents as such Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Stockholder. (c) After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 or any similar provision then in force under the Securities Act, in conformity (ii) comply with the requirements provisions of the Securities Act, Act and Exchange Act with respect to the disposition of all Registrable Securities covered by such other documents, as registration statement during the applicable period in accordance with the intended methods of disposition by the Registering Stockholders thereof set forth in such seller may reasonably request;registration statement or supplement to such prospectus and (iii) promptly notify the Registering Stockholders holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. (d) The Company shall use its reasonable best efforts to (i) to register or qualify all the Registrable Securities and other securities covered by such registration statement under such other securities or “blue sky sky” laws of such States of jurisdictions in the United States of America where an exemption is not available and as the sellers of Registering Stockholders holding such Registrable Securities covered by reasonably (in light of such registration statement shall reasonably request, Stockholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to keep be registered with or approved by such registration other governmental agencies or qualification in effect for so long authorities as such registration statement remains in effect, may be necessary by virtue of the business and (iii) to take operations of the Company and do any and all other action which acts and things that may be reasonably necessary or advisable to enable such sellers Stockholder to consummate the disposition in such jurisdictions of the securities to be sold Registrable Securities owned by such sellers, except Stockholder; provided that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein where it would not otherwise be required to qualify but for the requirements of this subdivision Section 1.05(d), (dB) be obligated subject itself to be so qualified taxation in any such jurisdiction or to (C) consent to general service of process in any such jurisdiction;. (e) use its reasonable best efforts to cause all The Company shall immediately notify each Registering Stockholders holding such Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, or upon as thereafter delivered to the happening purchasers of any event as a result of whichsuch Registrable Securities, the such prospectus included in such registration statement, as then in effect, includes will not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, misleading and at the request of any such seller promptly prepare and furnish make available to it each such Stockholder and file with the SEC any such supplement or amendment. (i) Oak Hill shall have the right, in its sole discretion, to select the underwriter or underwriters in connection with any Public Offering resulting from a reasonable number Demand Registration, which underwriter or underwriters may include any Affiliate of copies Oak Hill, and (ii) the Company shall select an underwriter or underwriters in connection with any other Public Offering. In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take all such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including the engagement of a supplement “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with FINRA. (g) The Company shall make available for inspection by the Registering Stockholders and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 1.05 and any attorney, accountant or an amendment other professional retained by any such Stockholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such prospectus Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Registering Stockholder agrees that information obtained by it as may a result of such inspections shall be necessary so deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is made generally available to the public. Each Registering Stockholder further agrees that, as thereafter delivered upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the purchasers of such securitiesCompany and allow the Company, such prospectus shall not include an untrue statement of a material fact or omit at its expense, to state a material fact required undertake appropriate action to be stated therein or necessary to make the statements therein not misleading in the light prevent disclosure of the circumstances under which they were made;Records deemed confidential. (h) The Company shall furnish to each Registering Stockholder and to each such underwriter, if any, a signed counterpart, addressed to such Stockholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Stockholders or the managing underwriter reasonably requests. (i) The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of or such registration statement, which earnings statement other document that shall satisfy the provisions of Section 11(a11 (a) of the Securities Act and Rule 158 promulgated thereunder, and . (j) The Company may require each Registering Stockholder promptly to furnish in writing to each the Company such seller information regarding the distribution of the Registrable Securities a copy as the Company may from time to time request and such other information as may be legally required in connection with such registration. (k) Each Registering Stockholder agrees that, upon receipt of any written notice from the Company of the occurrence of any event requiring the preparation of a supplement or amendment or supplement of a prospectus relating to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by a registration statement that is required to be delivered under the Securities Act 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 required to be stated therein or to make the statements therein not misleading, such Stockholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Stockholder’s receipt of the copies of a supplemented or amended prospectus, and, if so directed by the Company, such Stockholder shall deliver to the Company all copies, other than any permanent file copies then in such Stockholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 1.05(a)) by the number of days during the period from and after a date not later than including the effective date of the giving of notice pursuant to Section 1.05(e) to the date when the Company shall make available to such registration; andStockholder a prospectus supplemented or amended to conform with the requirements of Section 1.05(e). (jl) The Company shall use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange or quotation system on which any of the Registrable Securities of the same class covered by such registration statement are then listed and, if no or traded and to maintain such listing so long as any such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. remain outstanding. (m) The Company may require each seller shall have appropriate officers of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the Company's expensecase may be, (ii) all copiestake other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable efforts to cooperate as requested by the underwriters in the offering, other than permanent file copies, then in such holder's possession marketing or selling of the prospectus relating to such Registrable Securities current at the time of receipt of such noticeSecurities.

Registration Procedures. (a) If and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 and 1.2Act, the Company will, shall as expeditiously as possible: (ai) prepare and (within 90 as soon thereafter as possible or in any event no later than 60 days after the end of the period within which requests for registration may be given to the Company or as set forth in any event as soon thereafter as practicableSection 2.1(a)(ii)(B)) file with the Commission the requisite registration statement to effect such registration and thereafter use its commercially reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, provided that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (bii) prepare and file with the Commission such amendments and post-effective amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until such time as all of such Registrable Securities securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company; (ciii) prior to filing a registration statement or prospectus, or any amendment or supplement thereto (other than reports under the Exchange Act that are deemed to be amendments or supplements), furnish to each seller of Registrable Securities covered by such registration statement, statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including without limitation all exhibits), such number of copies of the prospectus contained in such registration statement (including without limitation each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request; (div) use its commercially reasonable best efforts (i) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and jurisdictions as the sellers of Registrable Securities covered by such registration statement each seller thereof shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the securities to be sold owned by such sellersseller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision clause (div) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (ev) use its commercially reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (fvi) furnish at in connection with an underwritten offering, shall use all commercially reasonable efforts to provide to each holder of Registrable Securities named as a selling securityholder in any registration statement a copy of any auditor “comfort” letters, customary legal opinions or reports of the independent petroleum engineers of the Company relating to the oil and gas reserves of the Company, in each case that have been provided to the managing underwriter or managing underwriters in connection with the underwritten offering, not later than the Business Day prior to the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of:statement. (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (gvii) notify each seller of Registrable Securities covered by such registration statement statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it 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 securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (hviii) otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunderAct, and promptly shall furnish to each such seller of Registrable Securities at least the Business Day prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus; (iix) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; andregistration statement; (jx) use its reasonable best efforts to list cause all Registrable Securities covered by such registration statement to be listed on any national securities exchange on which Registrable Securities any of the equity securities of the Company of the same class covered as the Registrable Securities are then listed; (xi) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement are then listed and, or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if no such stop order should be issued; (xii) on the date the Registrable Securities are so listeddelivered for sale pursuant to such registration, on obtain an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the holders, the placement agent or sales agent, if any, and the underwriters, if any, covering such legal matters with respect to the registration in respect of which such opinion is being given as the holders, placement agent, sales agent, or underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating holders; (xiii) in the event of any national securities exchange on which underwritten offering, perform its obligations under an underwriting agreement in accordance with the Common Stock is then listedterms and conditions thereof; (xiv) cooperate with the underwriters with respect to all roadshows and other marketing activities as may be reasonably requested by the underwriters; provided, that, management shall not be required to participate in presentations at any “roadshows” and before analysts and rating agencies, as the case may be, more than twice in a 365 day period; and (xv) enter into such customary agreements and take such other customary actions as the holder or holders of Registrable Securities that submitted the Registration Request shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. . (b) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, that upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.32.3(a)(vii), such holder will forthwith discontinue such holder's ’s disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (gSection 2.3(a)(vii) as filed with the Commission or until it is advised in writing by the Company that the use of this Section 1.3 the applicable registration statement may be resumed, and, if so directed by the Company, will deliver to the Company (at the Company's ’s expense) all copies, other than permanent file copies, then in such holder's ’s possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. The Company may provide appropriate stop orders to enforce the provisions of this Section 2.3(b). If at any time the Commission requires any holder to be named as an “underwriter,” each holder agrees to be named as an underwriter in such registration statement.

Registration Procedures. If and whenever the Company is required to use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 and 1.2this Agreement, the Company will, as expeditiously as possible: (ai) prepare and (and, in any event within 90 120 days after the end of the period within which requests a request for registration may be given to the Company or in any event as soon thereafter as practicable) Company, file with the Commission the requisite SEC a registration statement with respect to effect such registration Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVERprovided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in is being effected pursuant to Section 1.2(a), its securities which are Registrable Securities) 2 at any time prior to the effective date of the registration statement relating thereto; (bii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period not in excess of 270 days and to comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder with respect to the disposition of all Registrable Securities securities covered by such registration statement until during such time as all of such Registrable Securities have been disposed of period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDEDprovided that before filing a registration statement or prospectus, that except with respect or any amendments or supplements thereto, the Company will furnish to any counsel selected pursuant to Section 7 hereof by the Holders of the Registrable Securities covered by such registration statement filed pursuant to Rule 415 under the Securities Actrepresent such Holders, such period need not exceed the number copies of days set forth in Rule 3-12(g) of Regulation S-X that applies all documents proposed to be filed, which documents will be subject to the Companyreview of such counsel; (ciii) furnish to each seller of such Registrable Securities covered by such registration statement, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibitsexhibits filed therewith, including any documents incorporated by reference), such number of copies of the prospectus contained included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act), in conformity with the requirements of the Securities Act, and such other documents, documents as such seller may reasonably requestrequest in order to facilitate the disposition of the Registrable Securities by such seller; (div) use its reasonable best efforts (i) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by such registration statement in such jurisdictions as each seller shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take do any and all other action acts and things which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the securities to be sold Registrable Securities owned by such sellersSeller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not where, but for the requirements of this subdivision clause (d) iv), it would not be obligated to be so qualified qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction; (ev) use its reasonable best efforts to cause all such Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (gvi) notify each seller of any such Registrable Securities covered by such registration statement statement, at any time when a prospectus relating thereto is required to be delivered under the Securities ActAct within the appropriate period mentioned in clause (ii) of this Section 4, upon discovery that, or upon of the happening of any event as a result of which, Company's becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in the light of the circumstances under which they were madethen existing, and at the request of any such seller promptly seller, prepare and furnish to it such seller a reasonable number of copies of a supplement to an amended or an amendment of such supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securitiesRegistrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were madethen existing; (hvii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, practicable (but not more than eighteen months, beginning with the first full calendar month ) after the effective date of such the registration statement, which an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 the rules and regulations promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (iviii) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (jA) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed (or if the Common Stock is not then listed, on any securities exchange requested) if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange; (B) if such Registrable Securities are Common Equivalent Securities, upon the reasonable request of sellers of a majority of shares of such Registrable Securities, use its best efforts to list the Common Equivalent Securities and, if requested, the Common Stock underlying such Common Equivalent Securities, notwithstanding that at the time of request such sellers hold only Common Equivalent Securities, on any securities exchange so requested, if such Registrable Securities are not already so listed, and if such listing is then permitted under the rules of such exchange; (C) and use its best efforts to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement; (ix) enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and other persons in addition to, or in substitution for the provisions of Section 5 hereof, and take such other actions as sellers of a majority of shares of such Registrable Securities or the underwriters, if any, reasonably requested in order to expedite or facilitate the disposition of such Registrable Securities; (x) obtain a "cold comfort" letter or letters from the Company's independent public accounts in customary form and covering matters of the type customarily covered by "cold comfort" letters as the seller or sellers of a majority of shares of such Registrable Securities shall reasonably request (provided that Registrable Securities constitute at least 25% of the securities covered by such registration statement); (xi) make available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter 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 underwriter, 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; (xii) notify counsel (selected pursuant to Section 7 hereof) for the Holders of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (ii) of the receipt of any comments from the SEC, (iii) of any request of the SEC to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes; (xiii) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment; (xiv) if requested by the managing underwriter or agent or any Holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such Holder reasonably requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment; (xv) cooperate with the Holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or such Holders may request; (xvi) obtain for delivery to the Holders of Registrable Securities being registered and to the underwriter or agent an opinion or opinions from counsel for the Company in customary form and in form, substance and scope reasonably satisfactory to such Holders, underwriters or agents and their counsel; and (xvii) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company with such information regarding such seller and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision clause (gvi) of this Section 1.34, such holder Holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to covering such Registrable Securities until such holderHolder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision clause (gvi) of this Section 1.3 4, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, copies then in such holderHolder's possession possession, of the prospectus relating to 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 clause (ii) of this Section 4 shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to clause (vi) of this Section 4 and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by clause (vi) of this Section 4.

Registration Procedures. If and whenever the The Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 and 1.2, the Company willshall, as expeditiously as possible: (ai) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause such registration statement the Registration Statement filed pursuant to become effective; PROVIDED, HOWEVER, that Section 6(m) to be declared effective by the Company may discontinue any registration of its securities which are SEC within 90 days and not Registrable Securities (and, under later than 120 days from the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating theretoinitial filing; (bii) prepare and file with the Commission SEC any other requisite Registration Statement pursuant to Section 5(a) and thereafter use its best efforts to cause such Registration Statement to be declared effective by the SEC within 90 days and not later than 120 days from the date of the initial filing; (iii) with regard to (i) and (ii), after the 120th day after the date of the initial filing, and for each 30-calendar day period thereafter in which the Registration Statement fails to be declared effective, the Company shall issue to each Investor a number of shares of Common Stock equal to 3% of such Investor's Shares covered by such Registration Statement at that time, which Shares shall be included in the Registration Statement and used in the calculation of any additional issuance pursuant to this Section 5(c)(iii); (iv) prepare and file with the SEC such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities the Shares covered by such registration statement Registration Statement until such the earlier of the time as all of such Registrable Securities Shares have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof Investors set forth in such registration statement; PROVIDED, Registration Statement or the date that except with respect to any such registration statement filed the Shares are eligible for resale pursuant to the provisions of Rule 415 144 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company; (cv) furnish to each seller the Investors' counsel copies of Registrable Securities covered by any correspondence between the Company and the SEC with respect to such registration statement, Registration Statement or amendments or supplements thereto filed pursuant to this Section 5. (vi) furnish such number of conformed copies of such registration statement Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement Registration Statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller the Investors may reasonably request;require. (dvii) use its reasonable best efforts to (iA) to register or qualify all Registrable Securities and other securities covered by such registration statement the Shares under such other securities or blue sky laws of such States of the United States of America states and jurisdictions where an exemption is not available and as the sellers of Registrable Securities covered by such registration statement Investors shall reasonably request, (iiB) to keep such registration or qualification in effect for so long as such registration statement Registration Statement remains in effect, and (iiiC) to take any other action which may be reasonably necessary or advisable to enable such sellers the Investors to consummate the disposition in such jurisdictions of the securities to be sold by such sellersthe Investors, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (dvii) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (eviii) use its reasonable best efforts to cause all Registrable Securities Shares covered by such registration statement Registration Statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities Investors to enable the seller or sellers thereof Investors to consummate the disposition of such Registrable SecuritiesShares; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (gix) notify each seller of Registrable Securities covered by such registration statement the Investors at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statementRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller the Investors promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (hx) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectusSEC; (ixi) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities the Shares covered by such registration statement Registration Statement from and after a date not later than the effective date of such registration; (xii) provide a CUSIP number for all Shares covered by such Registration Statement not later than the effective date of the Registration Statement; (xiii) use its best effort to avoid the issuance of, or if issued, to obtain the withdrawal of, any order enjoining or suspending the use or effectiveness of such Registration Statement or suspending the qualification (or exemption from qualification) of any of the Shares for sale in any jurisdiction, as promptly as reasonably practicable; and (jxiv) use its reasonable best efforts to list all Registrable Securities covered by such registration statement the Shares on the American Stock Exchange or any other national securities exchange on which Registrable Securities the shares of the same class covered by such registration statement Registration Statement are then listed or for which the Shares and the Company qualifies, and, if no such Registrable Securities shares are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities Investor agrees by acquisition of such Registrable Securities the Shares that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (gix) of this Section 1.35(c), such holder will forthwith discontinue such holder's disposition of Registrable Securities the Shares pursuant to the registration statement relating to such Registrable Securities Registration Statement until such holderInvestor's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (gix) of this Section 1.3 5(c) and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, copies of the prospectus then in such holder's possession of the prospectus relating to such Registrable Securities the Shares current at the time of receipt of such notice, other than permanent file copies.

Registration Procedures. If and whenever at any time the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 2.1 and 1.22.2, the Company will, as expeditiously as possible: (ai) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicableCompany) file with the Commission the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a2.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (bii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective in accordance with Section 2.1(d)(i) hereof and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDEDPROVIDED that, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company135 days; (ciii) furnish to each seller of Registrable Securities covered by such registration statement, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request; (div) use its reasonable best efforts (ix) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by such registration statement shall reasonably request, (iiy) to keep such registration or qualification in effect for so long as such registration statement remains in effect, effect and (iiiz) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold by such sellers, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (div) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (ev) 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 reasonable opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (fvi) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (j) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

Registration Procedures. If and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 5.1 and 1.25.2, the Company will, will as expeditiously as possible: (ai) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDEDand remain effective for a period of one hundred eighty (180) days or until all of such Registrable Securities have been disposed of (if earlier), HOWEVER, provided that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (bii) furnish at least five (5) business days before filing a registration statement that registers such Registrable Securities, a prospectus relating thereto or any amendments or supplements relating to such a registration statement or prospectus, to one counsel selected by the holders of a majority of Registrable Securities (the "Investor Counsel"), copies of a registration statement, the prospectus and any amendments or supplements thereto, and shall not file any thereof to which such counsel shall have reasonably objected on the grounds that such registration statement, prospectus, amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules or regulations thereunder (it being understood that such five (5) business day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances); (iii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than six (6) months and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until such time as all of such Registrable Securities securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except ; (iv) notify in writing the Investor Counsel promptly of the receipt by the Company of any notification with respect to (a) any comments by the Commission with respect to such registration statement filed pursuant to Rule 415 under or prospectus or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (b) the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose, and (c) the suspension of the qualification of such Registrable Securities Act, for sale in any jurisdiction or the initiation or threatening of any proceeding for such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Companypurposes; (cv) furnish to each seller of Registrable Securities covered by such registration statement, statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, documents as such seller may reasonably request; (dvi) use its reasonable best efforts (i) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and jurisdictions as the sellers of Registrable Securities covered by such registration statement each seller thereof shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the securities to be sold owned by such sellersseller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (dSection 5.3(vi) be obligated to be so qualified qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction; (evii) 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 by virtue of the opinion business and operations of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (fviii) furnish at the effective date of such registration statement to each seller of Registrable SecuritiesSecurities a signed counterpart, addressed to such seller (and each such seller's the underwriters, if any, a signed counterpart ) of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (j) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

Registration Procedures. If and whenever In connection with any registration of any Registrable Securities pursuant to Sections 5.1, 5.2 or 5.3 hereof, subject to the provisions of such Sections, the Company is required to shall use its reasonable best efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities Act intended method of disposition thereof as provided quickly as practicable, and, in Sections 1.1 and 1.2, the Company will, as expeditiously as possibleconnection with any such request: (a) The Company shall as expeditiously as possible, and, if the Company is not qualified for the use of Form S-3, no later than 20 days from the date of receipt by the Company of the written request, and if the Company is qualified for the use of Form S-3, no later than 10 days from the date of receipt by the Company of the written request, prepare and (within 90 days after file with the end of the period within SEC a registration statement on any form for which requests for registration may be given to the Company or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in any event as soon thereafter as practicable) file accordance with the Commission the requisite registration statement to effect such registration intended method of distribution thereof, and thereafter use its reasonable best efforts to cause such filed registration statement to become effectiveand remain effective for a period of not less than 180 days, or in the case of a Shelf Registration, not less than two years (or such shorter period in which all of the Registrable Securities of the Registering Shareholders included in such registration statement shall have actually been sold thereunder, but not before the expiration of the periods referred to in Section 4(3) and Rule 174 of the Securities Act or any successor provision, if applicable); PROVIDEDprovided, HOWEVERhowever, that the Company may discontinue any registration such 180-day period or two-year period, as applicable, shall be extended for a period of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior equal to the effective date period any Shareholder refrains from selling any securities included in such registration at the request of an underwriter and in the case of any Shelf Registration, subject to compliance with applicable SEC rules, such two-year period shall be extended, if necessary, to keep the registration statement relating thereto;effective until all such Registrable Securities are sold. (b) prepare Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each participating Shareholder and file with each underwriter, if any, of the Commission such amendments and supplements to Registrable Securities covered by such registration statement and the prospectus used in connection therewith as may be necessary to keep copies of such registration statement effective as proposed to be filed, and thereafter the Company shall furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. (c) After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of during the applicable period in accordance with the intended methods of disposition by the seller or sellers Shareholders thereof set forth in such registration statement; PROVIDED, that except with respect statement or supplement to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(gprospectus and (iii) of Regulation S-X that applies to the Company; (c) furnish to promptly notify each seller of Shareholder holding Registrable Securities covered by such registration statement, such number statement of conformed copies any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request;stop order or to remove it if entered. (d) The Company shall use its reasonable best efforts to (i) to register or qualify all the Registrable Securities and other securities covered by such registration statement under such other securities or “blue sky sky” laws of such States of jurisdictions in the United States of America where an exemption is not available and as the sellers of any Shareholder holding such Registrable Securities covered by reasonably (in light of such registration statement shall reasonably requestShareholder’s intended plan of distribution) requests, and (ii) cause such Registrable Securities to keep be registered with or approved by such registration other governmental agencies or qualification in effect for so long authorities as such registration statement remains in effect, may be necessary by virtue of the business and (iii) to take operations of the Company and do any and all other action which acts and things that may be reasonably necessary or advisable to enable such sellers Shareholder to consummate the disposition in such jurisdictions of the securities to be sold Registrable Securities owned by such sellersShareholder; provided, except that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein where it would not otherwise be required to qualify but for the requirements of this subdivision Section 5.5(d), (dB) be obligated subject itself to be so qualified taxation in any such jurisdiction or to (C) consent to general service of process in any such jurisdiction;. (e) use its reasonable best efforts to cause all The Company shall immediately notify each Shareholder holding such Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, or upon as thereafter delivered to the happening purchasers of any event as a result of whichsuch Registrable Securities, the such prospectus included in such registration statement, as then in effect, includes will not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment. (f) Except for a Demand Registration or and Underwritten Shelf Takedown, the Board shall have the right to select the underwriter or underwriters in connection with any Public Offering. In connection with the offering of Registrable Securities pursuant to a Demand Registration, the Requesting Shareholder shall have the right, in its sole discretion, to select the light managing underwriter in connection with any Public Offering resulting from a Demand Registration or an Underwritten Shelf Takedown. In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form, provided that the scope of the circumstances under which they were madeindemnity contained in such underwriting agreement is not more extensive than the indemnity described in Section 5.7 hereof), provided that such agreements are consistent with this Agreement, and at take all such other actions as are reasonably required in order to expedite or facilitate the request disposition of such Registrable Securities in any such Public Offering. Each Shareholder participating in such underwriting shall also enter into such agreements, provided that the terms of any such seller promptly prepare agreement are consistent with this Agreement. (g) Upon execution of confidentiality agreements in form and furnish substance reasonably satisfactory to the Company, the Company shall make available for inspection by any Registering Shareholder and any underwriter participating in any disposition pursuant to a registration statement, being filed by the Company pursuant to this Section 5.5 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good faith, to be confidential and that it a reasonable number of copies of a supplement to or an amendment notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such prospectus Records is necessary to avoid or correct a misstatement or omission in such registration statement, or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by law; provided, however, that any decision regarding the disclosure of information pursuant to subclause (i) shall be made only after consultation with counsel for the Company. Each Registering Shareholder agrees that information obtained by it as may a result of such inspections shall be necessary so deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is made generally available to the public. Each Registering Shareholder further agrees that, as thereafter delivered upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the purchasers of such securitiesCompany and allow the Company, such prospectus shall not include an untrue statement of a material fact or omit at its expense, to state a material fact required undertake appropriate action to be stated therein or necessary to make the statements therein not misleading in the light prevent disclosure of the circumstances under which they were made;Records deemed confidential. (h) The Company shall furnish to each Registering Shareholder and to each such underwriter, if any, a signed counterpart, addressed to such Shareholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests. (i) The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of or such registration statement, which earnings statement other document that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunderthereunder no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) (or in each case within such shorter period of time as may be required by the Commission for filing the applicable report with the Commission) (i) commencing the end of any fiscal quarter in which Registrable Securities are sold to underwriters in an underwritten offering or (ii) if not sold to underwriters in such an offering, and promptly furnish commencing on the first day of the first fiscal quarter of the Company after the effective date of a Registration Statement, which earnings statement shall cover said 12-month period. (j) The Company may require each Shareholder whose Registrable Securities are covered by a Registration Statement, by written notice given to each such seller Shareholder not less than 10 days prior to the filing date of such registration statement, to promptly, and in any event within seven days after receipt of such notice, furnish in writing to the Company such information regarding the distribution of the Registrable Securities a copy as the Company may from time to time request and such other information as may be legally required in connection with such registration. (k) Each such Shareholder agrees that, upon receipt of any written notice from the Company of the occurrence of any event requiring the preparation of a supplement or amendment or supplement of a prospectus relating to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by a registration statement that is required to be delivered under the Securities Act 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 required to be stated therein or to make the statements therein not misleading, such Shareholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder’s receipt of the copies of a supplemented or amended prospectus, and, if so directed by the Company, such Shareholder shall deliver to the Company all copies, other than any permanent file copies then in such Shareholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.5(a)) by the number of days during the period from and after a date not later than including the effective date of the giving of notice pursuant to Section 5.5(e) to the date when the Company shall make available to such registration; andShareholder a prospectus supplemented or amended to conform with the requirements of Section 5.5(e). (jl) The Company shall use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange or quotation system on which any of the Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. or traded. (m) The Company may require each seller shall have appropriate officers of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the Company's expensecase may be, (ii) all copiestake other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable best efforts to cooperate as requested by the underwriters in the offering, other than permanent file copies, then in such holder's possession marketing or selling of the prospectus relating to such Registrable Securities current at the time of receipt of such noticeSecurities.

Registration Procedures. If and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 2.1 and 1.22.2, the Company will, will as expeditiously as possible: (a) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, provided that the Company may discontinue any registration of its securities which that are not Registrable Securities (and, under the circumstances specified in Section 1.2(a2.2(a), its securities which that are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until the earlier of (i) 180 days following the effectiveness of such registration statement or (ii) such time as all of such Registrable Securities securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company; (c) furnish to each seller of Registrable Securities covered by such registration statement, the Holders such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller the Holders may reasonably request; (d) use its reasonable best efforts (i) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and jurisdictions as the sellers of Registrable Securities covered by such registration statement Holders shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take any other action which that may be reasonably necessary or advisable to enable such sellers the Holders to consummate the disposition in such jurisdictions of the securities to be sold owned by such sellersit, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (d) be obligated to be so qualified qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) in an underwritten offering, furnish at to the effective date of Holders a signed counterpart, addressed to such registration statement to each seller of Registrable Securities, (and each such seller's underwriters, if any, a signed counterpart ) of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement (and, if applicablesuch registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), reasonably satisfactory in form and substance to such seller, and (ii) a "comfort" letter letter, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters such seller may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement the Holders, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in the light of the circumstances under which they were made, and at the request of any such seller the Holders promptly prepare and furnish to it the Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a11 (a) of the Securities Act and Rule 158 promulgated thereunder, and promptly Act; (i) furnish to each such seller of Registrable Securities the Holders at least five (5) business days prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectusprospectus and shall not file any thereof to which the Holders shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder; (ij) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; andregistration statement; (jk) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange or automated quotation system on which any of the Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed; and (l) (enter into such agreements and take such other actions as the Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities. The Company may require each seller of Registrable Securities as to which any the Holders participating in a registration is being effected to furnish the Company such information regarding such seller Holder and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities Holder agrees by acquisition of such Registrable Securities that, that upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.32.3, such holder the Holder will forthwith discontinue such holder's its disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holderthe Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 2.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holderthe Holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

Registration Procedures. If In connection with the Company's obligations pursuant to Sections 4.1 and whenever 4.2 hereof, the Company is required to will use its all reasonable best efforts to effect the such registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 and 1.2, the Company will, as expeditiously as possiblewill promptly: (a) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission SEC as soon as practicable after request for registration hereunder the requisite registration statement to effect such registration and thereafter use its all reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that effective and to remain continuously effective until the Company may discontinue any earlier to occur of (x) 180 days following the date on which such registration of its securities which are not Registrable Securities statement is declared effective or (and, under y) the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date termination of the registration statement relating thereto;offering being made thereunder. (b) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities shares of Common Stock and Common Stock Equivalents, as the case may be, covered by such registration statement until such Common Stock and Common Stock Equivalents, as the case may be, has been sold or such lesser period of time as all the Company, any seller of such Registrable Common Stock and Common Stock Equivalents, as the case may be, or any underwriter is required under the Securities have been disposed of Act to deliver a prospectus in accordance with the intended methods of disposition by the seller or sellers thereof of such Common Stock and Common Stock Equivalents, as the case may be, set forth in such registration statement; PROVIDED, that except with respect statement or supplement to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Companyprospectus; (c) furnish to each seller Stockholder and Permitted Transferee which owns shares of Registrable Securities Common Stock or Common Stock Equivalents, as the case may be, covered by such registration statementstatement (the "SELLING STOCKHOLDERS") and the managing underwriter, if any, at least one executed original of the registration statement and such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, Act as such seller may reasonably requestbe requested by such Selling Stockholder; (d) use its all reasonable best efforts (i) to register or qualify all Registrable Securities and other securities shares of Common Stock or Common Stock Equivalents, as the case may be, covered by such registration statement under such other the securities or "blue sky sky" laws of such States of the United States of America jurisdictions where an exemption is not available and as the sellers of Registrable Securities covered by such registration statement Selling Stockholders shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, effect and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers the Selling Stockholders to consummate the disposition in such jurisdictions of such Common Stock and Common Stock Equivalents, as the securities to be sold by such sellerscase may be, except PROVIDED that the Company shall will not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein where it is not then so qualified, subject itself to taxation in any such jurisdiction or take any action which would not but for the requirements of this subdivision (d) be obligated to be so qualified or to consent subject it to general service of process in any such jurisdiction; (e) use its reasonable best efforts notify the Selling Stockholders and the managing underwriter, if any, promptly, and confirm such advice in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to cause all Registrable Securities covered by such a registration statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the registered securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event or information becoming known which requires the making of any changes in a registration statement or related prospectus so that such documents will not contain any untrue statement of a material fact or omit to state any material fact required to be registered with stated therein or approved by such other federal or state governmental agencies or authorities as may necessary to make the statements therein not misleading and (vi) of the Company's reasonable determination that a post-effective amendment to a registration statement would be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securitiesappropriate; (f) furnish make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification of any of the registered securities for sale in any jurisdiction, at the earliest possible moment; (g) upon the occurrence of any event contemplated by clause (e)(v) above, prepare a supplement or post-effective date of such amendment to the applicable registration statement or related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to each seller the purchasers of Registrable Securitiesthe securities being sold thereunder, such prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (h) use its best efforts to furnish to the Selling Stockholders a signed counterpart, addressed to the Selling Stockholders and each such seller's the underwriters, if any, a signed counterpart of: of (iA) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and and (iiB) a "comfort" letter letter, signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort accountant's letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities (and dated the dates such opinions and comfort letters are customarily dated) and, in the case of the accountants' comfort accountant's letter, such other financial matters, and, and in the case of the legal opinion, such other legal matters, as the Selling Stockholders or the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (hi) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and, if required, and make available to its security holders, as soon as reasonably practicable, the Selling Stockholders an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy thereunder no later than 90 days after the end of any amendment or supplement to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and 12-month period beginning after a date not later than the effective date of a registration statement pursuant to which shares of Common Stock and Common Stock Equivalents, as the case may be, are sold, which statement shall cover such registration12-month period; (j) cooperate with the Selling Stockholders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing shares of Common Stock and Common Stock Equivalents, as the case may be, to be sold; and enable such shares of Common Stock and Common Stock Equivalents, as the case may be, to be in such denominations and registered in such names as the Selling Stockholders or the managing underwriters, if any, may request at least two Business Days prior to any sale of shares of Common Stock or Common Stock Equivalents, as the case may be, to the underwriters; (k) use its best efforts to cause the shares of Common Stock and Common Stock Equivalents, as the case may be, covered by the applicable registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Selling Stockholder(s) or the underwriters, if any, to consummate the disposition of such shares of Common Stock and Common Stock Equivalents, as the case may be; (l) cause all shares or units of Common Stock or Common Stock Equivalents, as the case may be, covered by the registration statement to be listed on each securities exchange, if any, on which securities of such class, series and form issued by the Company, if any, are then listed if requested by the managing underwriters, if any, or the holders of a majority of the shares or units of Common Stock or Common Stock Equivalents, as the case may be, covered by the registration statement and entitled hereunder to be so listed; (m) cooperate and assist in any filings required to be made with the National Association of Securities Dealers, Inc. (the "NASD") and in the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter" that is required to be retained in accordance with the rules and regulations of the NASD); and (jn) use its reasonable best efforts as soon as practicable prior to list all Registrable Securities covered the filing of any document which is to be incorporated by such reference into the registration statement on any national securities exchange on which Registrable Securities or the prospectus (after initial filing of the same class covered by registration statement) provide copies of such registration statement are then listed anddocument to counsel to the Selling Stockholders and to the managing underwriters, if no any, and make the Company's representatives available for discussion of such Registrable Securities are so listed, on any national securities exchange on which document and consider in good faith making such changes in such document prior to the Common Stock is then listedfiling thereof as counsel for such Selling Stockholders or underwriters may reasonably request. The Company may require each seller of Registrable Securities as to which any registration is being effected Selling Stockholder to furnish to the Company such information regarding such seller Selling Stockholder and the distribution of such securities by such Selling Stockholder as the Company may from time to time reasonably request in writingwriting in order to comply with the Securities Act. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities The Selling Stockholders severally agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision Section 4.3(e)(ii), (giii), (iv), (v) of this Section 1.3or (vi) hereof, such holder they will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the such registration statement relating to of any shares of Common Stock or Common Stock Equivalents, as the case may be, covered by such Registrable Securities registration statement or prospectus until such holder's their receipt of the copies of the supplemented or amended prospectus contemplated relating to such registration statement or prospectus or until they are advised in writing by subdivision the Company that the use of the applicable prospectus may be resumed (gand the period of such discontinuance shall be excluded from the calculation of the period specified in clause (x) of this Section 1.3 4.3(a)) and, if so directed by the Company, will deliver to the Company (at the Company's expense, except as otherwise provided in Section 4.1(c)) all copies, other than permanent file copies, copies then in such holder's possession their possession, of the prospectus relating to covering such Registrable Securities current securities in effect at the time of receipt of such notice. The Selling Stockholders agree to furnish the Company a signed counterpart, addressed to the Company and the underwriters, if any, of an opinion of counsel for the Selling Stockholders covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of selling stockholder's counsel delivered to the underwriters in underwritten public offerings of securities (and dated the dates such opinions are customarily dated) and such other legal matters as the Company or the underwriters may reasonably request.

Registration Procedures. If and whenever the Company is required to use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 and 1.2this Agreement, the Company will, as expeditiously as possible: (ai) prepare and (and, in any event within 90 days after the end of the period within which requests a request for registration may be given by the Demand Party pursuant to the Company or in any event as soon thereafter as practicable) Section 4.2, file with the Commission the requisite SEC a registration statement with respect to effect such registration Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDEDprovided, HOWEVERhowever, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in is being effected pursuant to Section 1.2(a), its securities which are Registrable Securities) 4.3 at any time prior to the effective date of the registration statement relating thereto; (bii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period not in excess of 180 days and to comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder with respect to the disposition of all Registrable Securities securities covered by such registration statement until during such time as all of such Registrable Securities have been disposed of period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company; (ciii) furnish to each seller of such Registrable Securities covered by such registration statement, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibitsexhibits filed therewith, including any documents incorporated by reference), such number of copies of the prospectus contained included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act), in conformity with the requirements of the Securities Act, and such other documents, documents as such seller may reasonably requestrequest in order to facilitate the disposition of the Registrable Securities by such seller; (div) use its reasonable best efforts (i) to register or qualify all such Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of in such States of the United States of America where an exemption is not available and jurisdictions as the sellers of Registrable Securities covered by such registration statement each seller shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take do any and all other action acts and things which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the securities to be sold Registrable Securities owned by such sellersSeller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not where, but for the requirements of this subdivision clause (d) iv), it would not be obligated to be so qualified qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction; (ev) use its reasonable best efforts to cause all notify each seller of any such Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities ActAct within the appropriate period mentioned in clause (ii) of this Section 4.4, upon discovery that, or upon of the happening of any event as a result of which, Company’s becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in the light of the circumstances under which they were made, and at the request of any such seller promptly seller, prepare and furnish to it such seller a reasonable number of copies of a supplement to an amended or an amendment of such supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securitiesRegistrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (hvi) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and, if required, and make available to its security holdersshareholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, practicable (but not more than eighteen months, beginning with the first full calendar month ) after the effective date of such the registration statement, which an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 the rules and regulations promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (ivii) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (jA) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listedlisted if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange; and (B) use its reasonable best efforts to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement; (viii) enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and other persons in addition to, or in substitution for the provisions of Section 4.5 hereof, as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (provided that the Holders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such Holders); (ix) make available for reasonable inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter 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 underwriter, in each case upon reasonable notice, pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all pertinent information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement, and use reasonable best efforts to provide reasonable opportunities to discuss the business of the Company with the independent public accountants who have certified or reviewed the Company’s financial statements; (x) notify counsel (selected pursuant to Section 4.7 hereof) for the Holders of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing (A) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (B) of the receipt of any comments from the SEC, (C) of any request of the SEC to amend the registration statement or amend or supplement the prospectus or for additional information, and (D) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes; (xi) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment; (xii) if requested by the managing underwriter or agent or any Holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such Holder reasonably requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment; (xiii) cooperate with the Holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or such Holders may request; (xiv) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD; (xv) cause management of the Company to participate in investor “road shows” and other investor efforts or meetings so long as such requested participation is reasonable and will not unduly interfere with the Company’s business and operations; and (xvi) use its reasonable best efforts to furnish an opinion of counsel for the Company addressed to the underwriters dated the date of the closing under the underwriting agreement (if any) (or if such offering is not underwritten, dated the effective date of the registration statement), and (ii) use its reasonable best efforts to furnish a “cold comfort” letter addressed to the underwriters and each Holder of Registrable Securities included in such registration statement, if permissible under applicable accounting practices, and signed by the independent public accountants who have audited the Company’s financial statements included in such registration statement, in each such case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company with such information regarding such seller and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision clause (gv) of this Section 1.34.4, such holder Holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to covering such Registrable Securities until such holder's Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subdivision clause (gv) of this Section 1.3 4.4, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's ’s expense) all copies, other than permanent file copies, copies then in such holder's possession Holder’s possession, of the prospectus relating to 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 clause (ii) of this Section 4.4 shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to clause (v) of this Section 4.4 and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by clause (v) of this Section 4.4.

Registration Procedures. If If, and whenever in each case when, the Company is required to use its reasonable best efforts to effect the a registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 and 1.2this Section 3, the Company will, as expeditiously as possiblewill promptly: (a) prepare and and, in any event within 45 days (within 90 30 days in the case of a Form S-3 registration) after the end of the period under Section 3.2.1(a) within which requests a piggyback request for registration may be given to the Company or in any event as soon thereafter as practicable) Company, file with the Commission the requisite a registration statement with respect to effect such registration Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date within 90 days of the registration statement relating theretoinitial filing; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period not in excess of 270 days (or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold) and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until during such time as all of such Registrable Securities have been disposed of period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, provided that except with respect to any such before filing a registration statement filed or prospectus, or any amendments or supplements thereto in accordance with Sections 3.1 or 3.2, the Company will furnish to counsel selected pursuant to Rule 415 under the Securities ActSection 3.3.3 hereof copies of all documents proposed to be filed, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies which documents will be subject to the Companyreview of such counsel; (c) furnish to each seller of such Registrable Securities covered by such registration statement, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibitsexhibits filed therewith), such number of copies of the prospectus contained included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act), in conformity with the requirements of the Securities Act, and such other documents, documents as such seller may reasonably requestrequest in order to facilitate the disposition of the Registrable Securities by such seller; (d) use its reasonable best efforts (i) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by such registration statement shall in such jurisdictions as each seller will reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take do any and all other action acts and things which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the securities to be sold Registrable Securities owned by such sellersseller, except that the Company shall will not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not where, but for the requirements of this subdivision clause (d) ), it would not be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to cause all notify each seller of any such Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon of the happening of any event as a result of which, Company’s becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in the light of the circumstances under which they were madethen existing, and at the request of any such seller promptly seller, prepare and furnish to it such seller a reasonable number of copies of a supplement to an amended or an amendment of such supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securitiesRegistrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were madethen existing; (hf) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, practicable (but not more than eighteen 18 months, beginning with the first full calendar month ) after the effective date of such the registration statement, which an earnings statement shall which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectusAct; (g) (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all if such Registrable Securities covered by such registration statement from and after a date not later than the effective date are Common Stock (including Common Stock issuable upon conversion, exchange or exercise of such registration; and (j) another security), use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed if such Registrable Securities are not already so listed. The ; and (ii) use its best efforts to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement; (h) enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and other Persons in addition to the provisions of Section 3.4 hereof, and take such other actions as the Xxxx Funds or the underwriters, if any, reasonably requested in order to expedite or facilitate the disposition of such Registrable Securities; (i) obtain a “cold comfort” letter or letters from the Company’s independent public accountants in customary form and covering matters of the type customarily covered by “cold comfort” letters as the Xxxx Funds shall reasonably request; (j) make available for inspection by any seller of such Registrable Securities covered by such registration statement, by any managing underwriter or underwriters 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 managing underwriter(s), 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 (subject to each party referred to in this clause (j) entering into customary confidentiality agreements in a form reasonably acceptable to the Company); (k) notify counsel (selected pursuant to Section 3.3.3 hereof) for the Holders of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing (i) when the registration statement, or any post-effective amendment to the registration statement, will have become effective, or any supplement to the prospectus or any amendment to the prospectus will have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request of the Commission to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes; (l) use its best efforts to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable; (m) if requested by the managing underwriter or agent or any Holder of Registrable Securities covered by the registration statement, incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such Holder reasonably requests to be included therein, including, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment; (n) cooperate with the Holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or such Holders may request; (o) obtain for delivery to the Holders of Registrable Securities being registered and to the underwriter or agent an opinion or opinions from counsel for the Company may require in customary form and in form, substance and scope reasonably satisfactory to the Xxxx Funds, underwriters or agents and their counsel; (p) cooperate with each seller of Registrable Securities as to which any registration is being effected to furnish and each underwriter or agent participating in the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition disposition of such Registrable Securities that, upon receipt and their respective counsel in connection with any filings required to be made with the FINRA; and (q) use its best efforts to make available the executive officers of any notice from the Company of to participate with the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition Holders of Registrable Securities pursuant to and any underwriters in any “road shows” that may be reasonably requested by the registration statement relating to such Registrable Securities until such holder's receipt Holders in connection with distribution of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such noticeSecurities.

Registration Procedures. If and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 2.1 and 1.22.2, the Company will, will as expeditiously as possible: (ai) prepare and (within 90 as soon thereafter as possible or in any event no later than 60 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicableCompany) file with the Commission the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, PROVIDED that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a2.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (bii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until such time as all of such Registrable Securities securities have been disposed of in accordance with the intended methods of disposition by the seller Seller or sellers thereof set forth in such registration statement; PROVIDED, that HOWEVER, that, except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days as otherwise set forth in Rule 3-12(g) this Agreement, the Company shall not be required to amend or supplement such Registration Statement or prospectus after the expiration of Regulation S-X that applies to 90 days from the Companyeffective date of such Registration Statement; (ciii) furnish to each seller of Registrable Securities covered by such registration statement, statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, Act in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request; (div) use its reasonable best efforts (i) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and jurisdictions as the sellers of Registrable Securities covered by such registration statement each seller thereof shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the securities to be sold owned by such sellersseller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision clause (div) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (ev) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (fvi) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (j) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

Registration Procedures. (a) If and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 and 1.2Section 2 or 3, the Company will, will as expeditiously as possible: (ai) prepare and promptly file with the Commission a registration statement with respect to such Registrable Securities (in any event, use its best efforts to file such registration statement within 90 sixty (60) days after the end of the period within which requests for registration may be given delivered to the Company or in any event as soon thereafter as practicableCompany) file with the Commission the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (bii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities and other securities covered by such registration statement until the earlier of such time as all of such Registrable Securities and other securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect to any statement or the expiration of nine (9) months after such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Companybecomes effective; (ciii) furnish to each seller of such Registrable Securities covered by such registration statementSecurities, without charge, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as such seller may reasonably request; (div) use its reasonable best efforts (i) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other the securities or blue sky laws of such States of jurisdictions as each seller (or in an underwritten offering, the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by such registration statement managing underwriter) shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take do any and all other action acts and things which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the securities to be sold its Registrable Securities covered by such sellersregistration statement, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would is not but for the requirements of this subdivision (d) be obligated so qualified, or to be so qualified subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (fv) furnish at the effective date of such registration statement to each seller of Registrable SecuritiesSecurities by means of such registration a signed counterpart, and each addressed to such seller's underwriters, if any, a signed counterpart of: of (iA) an opinion of counsel for the Company, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement speaking both as of the effective date of the registration statement and the date of the closing under the underwriting agreement)and (B) a "cold comfort" letter dated the effective date of such registration statement (and, if applicablesuch registration statement includes an underwritten public offering, dated the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the such accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, as such other legal matters, as the underwriters seller may reasonably request; (gvi) immediately notify each seller of Registrable Securities covered by such registration statement statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon of the happening of any event as a result of which, which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in the light of the circumstances under which they were madethen existing, and at the request of any such seller promptly prepare and furnish to it 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 Registrable Securities or other securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were madethen existing; (hvii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, and make available to its security securities holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, (12) months beginning with the first full calendar day of the first month of the first fiscal quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus;; and (iviii) use its best efforts to list such securities on the New York Stock Exchange and each securities exchange on which the Common Stock of the Company is then listed, if such securities are not already so listed and if such listing is then permitted under the rules of such exchange, and, if necessary, provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all such Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (j) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listedstatement. The Company may require each seller such holder of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller holder and the distribution of such securities as the Company may from time to time reasonably request in writingwriting and as shall be required by law or by the Commission in connection therewith. (b) If the Company at any time proposes to register any of its securities under the Securities Act (other than pursuant to a request made under Section 2), and such securities are to be distributed by or through one or more underwriters, the Company will make reasonable efforts, if requested by any holder of Registrable Securities who requests incidental registration of Registrable Securities in connection therewith pursuant to Section 3, to arrange for such underwriters to include such Registrable Securities among those securities to be distributed by or through such underwriters, provided that, for purposes of this sentence, reasonable efforts shall not require the Company to reduce the amount or sale price of such securities proposed to be so distributed. Each In all registrations under Section 2 or Section 3 hereof, the holders of Registrable Securities on whose behalf Registrable Securities are to be distributed by underwriters shall be parties to any underwriting agreement and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such holders of Registrable Securities. (c) Whenever a registration requested pursuant to Section 2 is for an underwritten offering, the holders of a majority of the Registrable Securities included in such registration shall have the right to select the managing underwriter to administer the offering subject to the approval of the Company, such approval not to be unreasonably withheld. If the Company at any time proposes to register any of its securities under the Securities Act for sale for its own account and such securities are to be distributed by or through one or more underwriters, the managing underwriter shall be selected by the Company and approved by the holders of Registrable Securities requesting registration thereof, such approval not to be unreasonably withheld. (d) If any registration pursuant to Section 2 or 3 shall be made in connection with an underwritten public offering, each holder of Registrable Securities agrees by acquisition of such Registrable Securities thatSecurities, upon receipt of if so required by the managing underwriters, not to effect any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition public sale or distribution of Registrable Securities pursuant (other than as part of such underwritten public offering) within the period of time between seven days prior to the effective date of such registration statement relating to such Registrable Securities until such holder's receipt of and one hundred twenty (120) days after the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt effective date of such noticeregistration statement.

Registration Procedures. If and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 2.1 and 1.22.2, the Company will, will as expeditiously as possible: (ai) prepare and (within 90 as soon thereafter as possible or in any event no later than 60 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicableCompany) file with the Commission the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause such registration statement to become effectiveeffective for the period of the distribution contemplated thereby; PROVIDED, HOWEVERprovided, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a2.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (bii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until such time as all of such Registrable Securities securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company; (ciii) furnish to each seller of Registrable Securities covered by such registration statement, statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request; (div) use its reasonable best efforts (i) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and jurisdictions as the sellers of Registrable Securities covered by such registration statement each seller thereof shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the securities to be sold owned by such sellersseller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (div) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (ev) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (fvi) furnish at the effective date of such registration statement to each seller of Registrable SecuritiesSecurities a signed counterpart, addressed to such seller (and each such seller's underwriters, if any, a signed counterpart ) of: (iA) an opinion of counsel for the Company, dated the effective date of such registration statement (and, if applicablesuch registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), reasonably satisfactory in form and substance to such seller, and (iiB) a "comfort" letter letter, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters such seller may reasonably request; (gvii) notify each seller of Registrable Securities covered by such registration statement statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it 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 securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (hviii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunderAct, and promptly will furnish to each such seller of Registrable Securities at least five business days prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectusprospectus and shall not file any thereof to which any such seller shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder; (iix) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; andregistration statement; (jx) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities any of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which of the Common Stock Company is then listed; (xi) assist in marketing the offering, including conducting and participating in a roadshow as recommended and scheduled by the underwriters; and (xii) enter into such agreements and take such other actions as the Requisite Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writingwriting in order to assure compliance with federal and applicable state securities laws. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, that upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (gvii) of this Section 1.32.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (gvii) of this Section 1.3 2.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

Registration Procedures. If When Stratagene effects the registration of Registrable Securities under the Securities Act required by Section 2.1 and if and whenever the Company Stratagene is required to use its reasonable best efforts to effect the registration of any additional Registrable Securities under the Securities Act as provided in Sections 1.1 and 1.2Section 2.2 hereof, the Company will, Stratagene shall as expeditiously as possible: (a) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission SEC as soon as practicable the requisite registration statement to effect such registration (and shall include all financial statements required by the SEC to be filed therewith) and thereafter use its commercially reasonable best efforts to cause such registration statement to become effective; PROVIDEDprovided, HOWEVERhowever, that before filing such registration statement (including all exhibits) or any amendment or supplement thereto or comparable statements under securities or blue sky laws of any jurisdiction, Stratagene shall as promptly as practicable furnish such documents to Xxxxx and each underwriter, if any, participating in the Company may discontinue any registration offering of its securities which are not the Registrable Securities (andand their respective counsel, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior documents will be subject to the effective date review and comments of the registration statement relating theretoXxxxx Entities, each underwriter and their respective counsel; (b) notify Xxxxx of the SEC's requests for amending or supplementing the registration statement and the prospectus; and prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until for a period of at least twenty four (24) months or such time shorter period as shall be required for the disposition of all of such Registrable Securities have been disposed of in accordance with the intended methods method of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Companydistribution thereof; (c) furnish furnish, without charge, to Xxxxx and each seller of Registrable Securities covered by such registration statementunderwriter, if any, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as Xxxxx and such seller underwriters may reasonably request; (d) use its commercially reasonable best efforts (i) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States states of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by such registration statement Xxxxx or any managing underwriter shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, effect and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers Xxxxx to consummate the disposition in such jurisdictions of the securities to be sold by such sellersthe Xxxxx Entities, except that the Company Stratagene shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision subsection (d) be obligated to be so qualified or to consent to general service of process or subject itself to taxation in any such jurisdiction; (e) use its commercially reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company Stratagene and counsel to Xxxxx by virtue of the seller or sellers business and operations of Registrable Securities to enable the seller or sellers thereof Stratagene to consummate the disposition of such Registrable Securities; (f) furnish at in the effective date case of such registration statement any underwritten offering under Section 2.2, cause to each seller of Registrable Securities, be furnished to Xxxxx and each such seller's underwritersunderwriter, if any, participating in the offering of the securities covered by such registration statement, a signed counterpart of: of (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and Stratagene and (ii) a "comfort" letter signed by the independent public accountants who have certified the CompanyStratagene's or any other entity's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are is customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in (and dated the case of the accountants' dates such opinions and comfort letter, such other financial matters, letters are customarily dated) and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) promptly notify the Xxxxx Entities and each seller managing underwriter, if any, participating in the offering of Registrable Securities the securities covered by such registration statement (i) when such registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to such registration statement has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to such registration statement or the prospectus related thereto or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by Stratagene of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose, (v) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and in the case of this clause (v), at the request of any such seller Xxxxx, promptly prepare and furnish to it Xxxxx and each managing underwriter, if any, participating in the offering of the Registrable Securities, a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securitiesXxxxx, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were mademade and (vi) in the case of an underwritten offering, at any time when the representations and warranties of Stratagene contemplated by Section 2.4 hereof cease to be true and correct; (h) otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the a period of at least twelve months, but not more than eighteen months, months beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and; (j) use its commercially reasonable best efforts to list cause all Registrable Securities covered by such registration statement to be listed on any national securities exchange on which Registrable Securities the Principal Market; (k) deliver promptly to counsel to Xxxxx and each underwriter, if any, participating in the offering of the same class covered by Registrable Securities, copies of all correspondence between the SEC and Stratagene, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to such registration statement are then listed statement; (l) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement; and (m) provide a CUSIP number for all Registrable Securities, if no such Registrable Securities are so listed, on any national securities exchange on which later than the Common Stock is then listedeffective date of the registration statement. The Company Stratagene may require each seller of Registrable Securities as to which any registration is being effected Xxxxx to furnish the Company Stratagene such information regarding such seller the Xxxxx Entities and the distribution of such securities the Registrable Securities as the Company Stratagene may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, The Xxxxx Entities agree that upon receipt of any notice from the Company Stratagene of the happening of any event of the kind described in subdivision paragraph (gg)(iii) or (v) of this Section 1.32.3, such holder will forthwith the Xxxxx Entities will, to the extent appropriate, discontinue such holder's their disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's until, in the case of paragraph (g)(v) of this Section 2.3, their receipt of the copies of the supplemented or amended prospectus contemplated by subdivision paragraph (gg)(v) of this Section 1.3 2.3 and, if so directed by the CompanyStratagene, will deliver to the Company Stratagene (at the CompanyStratagene's expense) all copies, other than permanent file copies, then in such holder's possession their possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. If the disposition by the Xxxxx Entities of their securities is discontinued pursuant to the foregoing sentence, Stratagene shall extend the period of effectiveness of the registration statement by the number of days during the period from and including the date of the giving of notice to and including the date when the Xxxxx Entities shall have received copies of the supplemented or amended prospectus contemplated by paragraph (g)(v) of this Section 2.3.

Registration Procedures. If and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 and 1.2Section 2.1, the Company will, as expeditiously as possible: (ai) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicableCompany) file with the Commission the requisite registration statement to effect such registration and thereafter use its commercially reasonable best efforts to cause such registration statement to become effective; PROVIDEDprovided, HOWEVERhowever, that the Company may discontinue any registration of its securities which that are not Registrable Securities (and, under the circumstances specified in Section 1.2(a2.1(a) and (b), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (bii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDEDprovided, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company180 days; (ciii) furnish to each seller of Registrable Securities covered by such registration statementSecurities, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request; (div) use its reasonable best efforts make any filings (iif any) to register or qualify all Registrable Securities and other securities covered by such registration statement required under such other securities or the blue sky or securities laws of such States of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by such registration statement shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold by such sellers, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (d) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (fv) furnish at the effective date of such registration statement and/or on the date of closing under the underwriting agreement, as the case may be, to each seller of Registrable Securities, and each such seller's to the underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (j) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

Registration Procedures. If and whenever the Company is required ----------------------- to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 2.1 and 1.22.2, the Company will, will as expeditiously as possible: (ai) prepare and (within 90 as soon thereafter as possible or in any event no later than 60 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicableCompany) file with the Commission the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, provided that the Company may discontinue any registration of -------- its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a2.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (bii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until such time as all of such Registrable Securities securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company; (ciii) furnish to each seller of Registrable Securities covered by such registration statement, statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request; (div) use its reasonable best efforts (i) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and jurisdictions as the sellers of Registrable Securities covered by such registration statement each seller thereof shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the securities to be sold owned by such sellersseller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (div) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (ev) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (fvi) furnish at the effective date of such registration statement to each seller of Registrable SecuritiesSecurities a signed counterpart, addressed to such seller (and each such seller's underwriters, if any, a signed counterpart ) of: (iA) an opinion of counsel for the Company, dated the effective date of such registration statement (and, if applicablesuch registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), reasonably satisfactory in form and substance to such seller, and (iiB) a "comfort" letter letter, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters such seller may reasonably request; (gvii) notify each seller of Registrable Securities covered by such registration statement statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it 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 securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (hviii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunderAct, and promptly will furnish to each such seller of Registrable Securities at least five business days prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectusprospectus and shall not file any thereof to which any such seller shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder; (iix) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; andregistration statement; (jx) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which any of the Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed; and (xi) enter into such agreements and take such other actions as the Requisite Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, that upon receipt of any notice from the Company of the happening of any event of the kind described in the subdivision (gvii) of this Section 1.32.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (gvii) of this Section 1.3 2.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

Registration Procedures. (a) If and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 Section 2(a), Section 2(j) and 1.2Section 3(a), the Company will, will as expeditiously as possiblepracticable: (ai) (A) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite SEC a registration statement on the appropriate form which includes such Registrable Securities; (B) promptly respond to effect all comments received with respect to such registration statement and make and file all amendments thereto deemed necessary by the Company’s legal counsel; and (C) thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that effective at the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating theretoearliest practicable date; (bii) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement accurate and effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities and other securities covered by such registration statement until the earlier of such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statementstatement or for the longer of: (A) nine (9) months; PROVIDEDor (B) if the Company is eligible to conduct a continuous secondary offering pursuant to Rule 415, that except with respect two (2) years; (iii) furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Companyor prospectus; (civ) furnish to each seller of such Registrable Securities covered by such registration statement, such number of conformed copies one (1) copy of such registration statement and of each such amendment thereof and supplement thereto (in each case including all exhibitsexhibits and documents filed therewith), such number of copies of the prospectus contained included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act), in conformity with the requirements of the Securities Act, such documents, if any, incorporated by reference in such registration statement or prospectus, and such other documents, documents as such seller may reasonably request; (dv) use its reasonable best efforts (i) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and jurisdictions as the sellers of Registrable Securities covered by such registration statement each seller thereof shall reasonably request, (ii) unless such registration or qualification is not required, and to keep such registration or qualification in effect for so long as such registration statement remains in effect, effect and (iii) to take do any and all other action which acts and things that may be reasonably necessary or advisable to enable such sellers seller to consummate the disposition in such jurisdictions of the securities to be sold its Registrable Securities covered by such sellersregistration statement, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not not, but for the requirements of this subdivision (d) v), be obligated to be so qualified qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (gvi) notify each seller of Registrable Securities of any stop order issued or threatened by the SEC and take all reasonable action required to prevent the entry of such stop order or to remove it if entered; (vii) if such registration statement relates to an Underwritten Offering: (A) enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such other terms as are generally prevailing in underwriting agreements of the same type, including indemnities to the effect and to the extent provided in Section 6; and (B) obtain and furnish to each seller of Registrable Securities a signed counterpart, addressed to such seller, of the legal opinions and accountants’ comfort letters which are to be delivered to the underwriters; (viii) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; (ix) promptly notify each seller whose Registrable Securities are covered by such registration statement statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in the light of the circumstances under which they were madethen existing, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securitiesRegistrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were madethen existing; (hx) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and, if required, and make available to its security securities holders, as soon as reasonably practicable, an earnings earning statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first full calendar month of the first fiscal quarter after the effective date of such registration statement, which earnings earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to such registration statement or prospectus; (ixi) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (j) use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, to be listed on any national each securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as ; (xii) use commercially reasonable efforts to which any registration is being effected cause its management to furnish participate fully in the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement sale process relating to such offering, including the preparation of the applicable registration statement and the preparation and presentation of any domestic “road shows”; and (xiii) take all such other commercially reasonable actions as are necessary or advisable to expedite or facilitate the disposition of the Registrable Securities until covered by such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such noticeregistration statement.

Registration Procedures. If and whenever the Company is required to use its reasonable best efforts or elects to effect the any registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 2 and 1.23 hereof, the Company will, as expeditiously as possibleshall: (a) promptly prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission Commission, the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause such registration statement to become and remain effective; PROVIDEDprovided, HOWEVERhowever, that the Company may discontinue any registration of its securities which that are not shares of Registrable Securities Common Stock (and, under the circumstances specified in Section 1.2(a)Sections 3 and 8(b) hereof, its securities which that are shares of Registrable SecuritiesCommon Stock) at any time prior to the effective date of the registration statement relating thereto; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities Common Stock covered by such registration statement until such time as all of such Registrable Securities have Common Stock has been disposed of in accordance with the intended methods method of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDEDprovided that, that except with respect to any Shelf Registration, such period need not extend beyond 180 days after the effective date of the registration statement filed pursuant statement; and provided, further, that with respect to Rule 415 under the Securities Actany Shelf Registration, such period need not exceed the number of days set forth applicable period provided for in Rule 3-12(g) of Regulation S-X that applies to the CompanySection 2(f); (c) furnish to each seller of Registrable Securities covered by such registration statementSelling Holder and each underwriter, if any, such number of copies of such drafts and final conformed copies versions of such registration statement and of each such amendment and supplement thereto (in each case including all exhibitsexhibits and any documents incorporated by reference), such number of copies of such drafts and final versions of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under pursuant to Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller the Selling Holders or any underwriter may reasonably requestrequest in writing; (d) use its reasonable best efforts (i) to register or qualify all Registrable Securities Common Stock and other securities securities, if any, covered by such registration statement under such other securities or blue sky laws of such States states or other jurisdictions of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by such registration statement Selling Holders shall reasonably requestrequest in writing, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, effect and (iii) to take any other action which that may be reasonably necessary or reasonably advisable to enable such sellers Selling Holders to consummate the disposition in such jurisdictions of the securities to be sold by such sellersSelling Holders, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (dSection 5(d) be obligated to be so qualified qualified, to subject itself to taxation in such jurisdiction or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to cause all shares of Registrable Securities Common Stock and other securities, if any, covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller Selling Holder or sellers of Registrable Securities Selling Holders to enable the seller Selling Holder or sellers thereof Selling Holders to consummate the disposition of such Registrable SecuritiesCommon Stock; (f) use its reasonable best efforts to obtain and, if obtained, furnish at the effective date of such registration statement to each seller of Registrable SecuritiesSelling Holder, and each such seller's underwritersunderwriter, if any, a signed counterpart copy, addressed to each such Selling Holder and each underwriter, of: (i) an opinion or opinions of counsel for the Company, dated the effective date of such registration statement (and, if applicablesuch registration involves an underwritten offering, dated the date of the closing under the underwriting agreement), reasonably satisfactory (based on the form and substance of opinions of issuers’ counsel customarily given in such an offering) in form and substance to such Selling Holder and underwriter, and (ii) a "comfort" comfort letter or comfort letters, dated the effective date of such registration statement (and, if such registration involves an underwritten offering, dated the date of the closing under the underwriting agreement) and signed by the independent registered public accountants who have certified the Company's ’s financial statements included or incorporated by reference in such registration statement, covering substantially reasonably satisfactory (based on the same matters with respect form and substance of comfort letters of issuers’ independent registered public accountants customarily given in such an offering) in form and substance to such registration statement (Selling Holder and the prospectus included therein) andunderwriter, in the case of the accountants' comfort lettereach case, with respect to events subsequent to the date of covering such financial statements, matters as are customarily covered in opinions of issuer's issuers’ counsel and in accountants' ’ comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably requestsecurities; (g) notify each seller of Registrable Securities covered by Selling Holder and the managing underwriter or underwriters, if any, promptly, and confirm such advice promptly in writing thereafter (i) when the registration statement, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed and, with respect to the registration statement and any post-effective amendment, when the same has become effective; (ii) of any request by the Commission for amendments or supplements to the registration statement or prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (iv) if at any time any of the representations and warranties of the Company made as contemplated by Section 6(a) ceases to be true and correct; and (v) of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any Registrable Common Stock for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (h) notify each Selling Holder and the managing underwriter or underwriters, if any, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in the light of the circumstances under which they were made, and and, at the written request of any such seller Selling Holder or underwriter, promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus prospectus, as supplemented or amended, shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; provided that, in the event the Company shall give such notice, the Company shall extend the period for which such registration shall remain effective by the number of Business Days during the period from and including the date of the giving of such notice to the date when the Company makes available to the Selling Holders and underwriter such supplemented and amended prospectus; (hi) otherwise use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement relating to the Registrable Common Stock at the earliest possible moment; (j) otherwise comply with all applicable rules and regulations of the Commission, and, if required, Commission and any other governmental agency or authority having jurisdiction over the offering; make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly ; furnish to each such seller of Registrable Securities Selling Holder and to the managing underwriter or managing underwriters, if any, at least 10 days prior to the filing thereof with the Commission a copy of any amendment or supplement to such registration statement or prospectus; and not file with the Commission any amendment or supplement thereof that does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder; (ik) use its reasonable best efforts to cause all shares of Registrable Common Stock covered by a registration statement to be listed or quoted on each securities exchange or inter-dealer automated quotation system on which similar securities issued by the Company are then listed or quoted; (l) provide and cause to be maintained maintain a transfer agent and registrar (which, in each case, may be for the Company) for all shares of Registrable Securities Common Stock covered by such a registration statement from and after a date not no later than the effective date of such registration; andthereof; (jm) use its reasonable best efforts to list all enter into such agreements (including, in the case of an underwritten offering, an underwriting agreement in customary form) and take such other actions as the Selling Holders (other than any Management Holders) holding a majority of the shares of Registrable Securities Common Stock covered by such registration statement on (excluding any national securities exchange on which such shares held by Management Holders) shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities Common Stock, including customary indemnification; (n) if requested by the managing underwriter or the Selling Holders (other than any Management Holders) holding a majority of the same class covered shares of Registrable Common Stock being sold in connection with an underwritten Public Offering (excluding any such shares held by Management Holders), promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or the Selling Holders (other than any Management Holders) holding a majority of the Registrable Common Stock being sold (excluding any such shares held by Management Holders) agree should be included therein relating to the plan of distribution with respect to such Registrable Common Stock, including without limitation, information with respect to the number of shares of Registrable Common Stock being sold to such underwriters, the purchase price being paid therefore by such registration statement are then listed andunderwriters and with respect to any other terms of the underwritten offering of the Registrable Common Stock 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; (o) if requested by the Selling Holders (other than any Management Holders) holding a majority of the shares of Registrable Common Stock being sold (excluding any such shares held by Management Holders), cooperate with the Selling Holders and the managing underwriter, if no any, to facilitate the timely preparation and delivery of certificates representing the shares of Registrable Common Stock to be sold and not bearing any restrictive legends, and enable such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller to be in such share amounts and registered in such names as the managing underwriter or, if none, the Selling Holders (other than any Management Holders) holding a majority of the shares of Registrable Securities as Common Stock being sold (excluding any such shares held by Management Holders), may request at least three Business Days prior to which any sale of Registrable Common Stock to the underwriters; and (p) cause representatives of the Company to participate in any “road show” or “road shows” reasonably requested by any managing underwriter of an underwritten Public Offering of Registrable Common Stock. As a condition to the obligations of the Company to effect any registration is being effected pursuant to this Agreement with respect to the Registrable Common Stock of a Selling Holder, such Selling Holder must furnish to the Company in writing such information regarding such seller itself, the Registrable Common Stock held by it and the distribution intended methods of disposition of the Registrable Common Stock held by it as is necessary to effect the registration of such securities as Selling Holder’s Registrable Common Stock and is requested in writing by the Company. At least 30 days prior to the anticipated filing date of a registration statement for any registration under this Agreement, the Company will notify in writing each Holder of the information referred to in the preceding sentence that the Company is requesting from that Holder whether or not such Holder has elected to have any of its Registrable Common Stock included in the registration statement. If, within 10 days prior to the anticipated filing date, the Company has not received the requested information from a Holder, then the Company may from time to time reasonably request in writingfile the Registration Statement without including the shares of Registrable Common Stock of that Holder. Each holder Holder agrees that as of the date that a final prospectus is made available to it for distribution to prospective purchasers of Registrable Securities agrees by acquisition Common Stock it shall cease to distribute copies of any preliminary prospectus prepared in connection with the offer and sale of such Registrable Securities Common Stock. Each Holder further agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.35(h), such holder will Holder shall forthwith discontinue such holder's Holder’s disposition of Registrable Securities Common Stock pursuant to the registration statement relating to such Registrable Securities Common Stock until such holder's Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (gunder Section 5(h) of this Section 1.3 and, if so directed by the Company, will shall deliver to the Company (at the Company's ’s expense) all copies, other than permanent file copies, then in such holder's Holder’s possession of the prospectus relating to such Registrable Securities Common Stock current at the time of receipt of such notice. If any event of the kind described in Section 5(h) occurs and such event is the fault solely of a Selling Holder (or Selling Holders), such Selling Holder (or Selling Holders) shall pay all Expenses attributable to the preparation, filing and delivery of any supplemented or amended prospectus contemplated by Section 5(h).

Registration Procedures. If and whenever the Company is required to use its commercially reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1.1 2.1 and 1.22.2, the Company will, will as expeditiously as possible: (a) use commercially reasonable efforts to prepare and (within 90 45 days after the end of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite registration statement to effect such registration registration, and thereafter use its commercially reasonable best efforts to cause such registration statement to become effectiveeffective within 60 days after filing; PROVIDED, HOWEVERprovided, that before filing such registration statement or any amendments thereto, the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior will furnish to the effective date Shareholder copies of the registration statement relating theretoall such documents proposed to be filed; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement continuously effective for a period of either (i) not more than two years (subject to extension pursuant to the last paragraph of this Section 2.3) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or (ii) such shorter period as will terminate when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities securities covered by such registration statement until such time as all of such Registrable Securities securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company; (c) furnish to each seller of Registrable Securities covered by such registration statement, the Shareholder such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documentsdocuments in order to facilitate the disposition of the Registrable Securities owned by the Shareholder, as such seller the Shareholder may reasonably request; (d) use its commercially reasonable best efforts (i) to register or qualify all such Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and jurisdictions as the sellers of Registrable Securities covered by such registration statement Shareholder shall reasonably request, (ii) to keep such registration or qualification in effect for so long as such registration statement remains in effect, effect and (iii) to take any other action which may be reasonably necessary or advisable to enable such sellers the Shareholder to consummate the disposition in such jurisdictions of the securities to be sold by in such sellersjurisdictions; provided, except that the Company shall not for any such purpose be required to (i) qualify generally to do business as a foreign corporation in any jurisdiction wherein where it would not otherwise be required to qualify but for the requirements of this subdivision Section 2.3(d), (dii) be obligated to be so qualified or to consent to general service of process in any such jurisdiction or (iii) subject itself to taxation in such jurisdiction; (e) use its commercially 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 by virtue of the opinion business and operations of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof Shareholder to consummate the disposition of such Registrable Securities; (f) furnish at promptly notify the effective date of such registration statement to each seller of Registrable SecuritiesShareholder, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading in the light of the circumstances under which they were made, and at the request of any such seller promptly the Shareholder prepare and furnish to it the Shareholder a reasonable number of copies copy of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (hg) otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the Commission, and, if required, Commission and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the a period of at least twelve 12 months, but not more than eighteen 18 months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunderAct, and promptly will furnish to each such seller of Registrable Securities the Shareholder at least five business days prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus; (ih) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registrationregistration statement; (i) obtain one or more comfort letters, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting), signed by the Company's independent public accountants in customary form and covering such matters customarily covered by comfort letters as the Shareholder reasonably requests (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement); and (j) use its reasonable best efforts to list all Registrable Securities covered by obtain a legal opinion of the Company's counsel, dated the effective date of such registration statement on any national securities exchange on which Registrable Securities (or, if such registration includes an underwritten public offering, dated the date of the same class closing under the underwriting agreement) as required by the underwriters, if any, or, if such registration does not include an underwritten public offering, in customary form and covering such matters customarily covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which opinion letters as the Common Stock is then listedShareholder reasonably requests. The Company may require each seller of Registrable Securities as to which any registration is being effected to Shareholder shall furnish the Company with such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request request, including, without limitation, any financial information that the Shareholder has or has used in writing. Each holder the Business to assist the Company in the preparation of financial statements, if any, that are required pursuant to the Commission's rules and regulations, within a reasonable time prior to the Company's preparation of a registration statement with respect to the Registrable Securities or any other filing that the Company is required to make with the Commission. The Shareholder agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.32.3(f), such holder the Shareholder will forthwith promptly discontinue such holderthe Shareholder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holderthe Shareholder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (gSection 2.3(f) of this Section 1.3 and, if so directed by the Company, the Shareholder will use its reasonable efforts to deliver to the Company (at the Company's expense) all copies, other than permanent file copies, copies then in such holderthe Shareholder's possession possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. In addition, the Company may postpone the filing or effectiveness of a registration, or suspend the use of a registration statement, upon written notice to the Shareholder (which notice need not disclose the reason for such postponement or suspension), for a period not to exceed 90 days, if the Company reasonably believes that such registration might reasonably be expected to have a material adverse effect on any proposal or plan to engage in any material acquisition of assets or capital stock or any material merger, consolidation, tender offer or similar transaction or would otherwise require disclosure of material, nonpublic information which the Board of Directors of the Company reasonably determines should not be disclosed. In the event the Company shall give any such notice, the applicable time periods set forth above regarding the filing and effectiveness of registration statements required hereunder shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when the Shareholder shall have received the supplemented or amended prospectus contemplated by Section 2.3(f) or the end of the postponement or suspension period (which, if not specified in the Company's notice of such postponement or suspension, the Company shall promptly provide upon the termination of the event giving rise to the postponement or suspension). The Shareholder agrees that, during any period during which the use of a registration statement is suspended, it shall not make any offers or sales of Registrable Securities under such registration statement. In the event that a registration statement covering the Registrable Securities is not declared effective by the Commission within eight months of the date hereof, the provisions of Article III and Article IV shall no longer apply. Without limiting the remedies available to the Shareholder, the Company acknowledges that any failure to comply with its obligations hereunder may result in material irreparable injury to the Shareholder for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such default, the Shareholder may obtain such relief as may be requires to specifically enforce the Company's obligations hereunder.

Registration Procedures. If and whenever Whenever any Person requests that any Registrable Securities be registered pursuant to this Section 8, subject to the provisions of this Section 8, the Company is required to shall use its reasonable best efforts to effect the registration and the sale of any such Registrable Securities under in accordance with the Securities Act intended method of disposition thereof as provided quickly as practicable, and, in Sections 1.1 and 1.2connection with any such request: (i) Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company willshall furnish to each participating Person and each underwriter, as expeditiously as possible: (a) prepare and (within 90 days after the end if any, of the period within which requests for registration may be given to the Company or in any event as soon thereafter as practicable) file with the Commission the requisite registration statement to effect such registration and thereafter use its reasonable best efforts to cause such registration statement to become effective; PROVIDED, HOWEVER, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 1.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; PROVIDED, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed the number of days set forth in Rule 3-12(g) of Regulation S-X that applies to the Company; (c) furnish to each seller of Registrable Securities covered by such registration statement, such number of conformed copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to such Person and underwriter, if any, such number of copies of such registration statement, each such amendment and supplement thereto (in each case including all exhibitsexhibits thereto and documents incorporated by reference therein), such number of copies of the prospectus contained included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under the Securities Act, in conformity with the requirements of the Securities Act, 1933 Act and such other documentsdocuments as such Person or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Person. (ii) After the filing of the registration statement, the Company shall (x) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act and shall incorporate such seller may reasonably request;information as the managing underwriter or underwriters agree should be included therein relating to the plan of distribution, (y) comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition set forth in such registration statement or supplement to such prospectus and (z) promptly notify each Person holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the Securities and Exchange Commission (the “SEC”) or any state securities commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. (diii) The Company shall use its reasonable best efforts to (ix) to register or qualify all the Registrable Securities and other securities covered by such registration statement under such other securities or “blue sky sky” laws of such States of jurisdictions in the United States of America where an exemption is not available and as the sellers of any Person holding such Registrable Securities covered reasonably (in light of such Person’s intended plan of distribution) requests and (y) cause such Registrable Securities to be registered with or approved by such registration statement shall reasonably request, (ii) to keep such registration other governmental agencies or qualification in effect for so long authorities as such registration statement remains in effect, may be necessary by virtue of the business and (iii) to take operations of the Company and do any and all other action which acts and things that may be reasonably necessary or advisable to enable such sellers Person to consummate the disposition in such jurisdictions of the securities to be sold Registrable Securities owned by such sellersPerson; provided, except that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein where it would not otherwise be required to qualify but for the requirements of this subdivision Section 8(d)(iii), (dB) be obligated subject itself to be so qualified taxation in any such jurisdiction or to (C) consent to general service of process in any such jurisdiction;. (eiv) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the The Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (f) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (i) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (ii) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (g) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the CommissionSEC, and, if required, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of or such registration statement, which earnings statement other document that shall satisfy the provisions of Section 11(a) of the Securities 1933 Act and Rule 158 promulgated thereunder, and promptly furnish to . The Company shall cooperate with each such seller of Registrable Securities a copy and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings to be made with the Financial Industry Regulatory Authority, Inc. (v) Each Person agrees that at the time that such Person is holding Registrable Securities, upon receipt of any written notice from the Company of the occurrence of any event requiring the preparation of a supplement or amendment or supplement of a prospectus relating to such registration statement or prospectus; (i) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by a registration statement that is required to be delivered under the 1933 Act 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 required to be stated therein or to make the statements therein not misleading, such Person shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Person’s receipt of the copies of a supplemented or amended prospectus, and, if so directed by the Company, such Person shall deliver to the Company all copies, other than any permanent file copies then in such Person’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective by the number of days during the period from and after a date not later than including the effective date of the giving of notice pursuant to this Section 8(d)(v) to the date when the Company shall make available to such registration; andPerson a prospectus supplemented or amended to conform with the requirements of this Section 8(d)(v). (jvi) The Company shall use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange or quotation system on which any of the Registrable Securities of the same class covered by such registration statement are then listed and, or traded and if no such none of the Registrable Securities are so listed, on any securities exchange or quotation system on which similar securities issued by the Company are then listed, and if no such similar securities are listed, on any national securities exchange on which the Common Stock is then listed. exchange. (vii) The Company may require each seller shall have appropriate officers of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (g) of this Section 1.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (g) of this Section 1.3 and, if so directed by the Company, will deliver to the Company (x) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the Company's expensecase may be, (y) all copiestake other reasonable actions to obtain ratings for any Registrable Securities and (z) otherwise use their reasonable best efforts to cooperate as requested by the underwriters in the offering, other than permanent file copies, then in such holder's possession marketing or selling of the prospectus relating to such Registrable Securities current at the time of receipt of such noticeSecurities.