Common use of Registration Procedures Clause in Contracts

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 or 3 to use its reasonable best efforts to effect the registration of any shares of Registrable Stock under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities and use reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law; (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 the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Stock and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statement; (d) use its reasonable best efforts to register or qualify the Registrable Stock covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to list the Registrable Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.

Registration Procedures. (a) If and whenever the Company is required by the provisions of Sections Section 2 or 3 of this Agreement to use its reasonable best efforts to effect the registration of any shares of Registrable Stock Shares under the Securities Act, the Company will, as expeditiously as possible: (ai) prepare Prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities including executing an undertaking to file post-effective amendments and use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable lawthereby; (bii) prepare 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 the period specified in paragraph (a) above herein and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock Shares covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period; (ciii) furnish Furnish to each seller of Registrable Stock Shares and to each underwriter such number of copies of the registration statement and each such amendment and supplement thereto (in each case including all exhibits) and the prospectus included therein (including each preliminary prospectus) as such persons Persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock Shares covered by such registration statement; (div) use Use its reasonable best efforts to register or qualify the Registrable Stock Shares covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Stock Shares or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, provided that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction, unless the Company is already subject to service in such jurisdiction; (ev) use Use its reasonable best efforts to list the Registrable Stock Shares covered by such registration statement with any securities exchange or quotation system on which the Common Stock of the Company is then listed; (fvi) provide a transfer agent Use its best efforts to comply with all applicable rules and registrar for all such Registrable Stock not later than regulations under the effective date of such registration statementSecurities Act and Exchange Act; (gvii) immediately Immediately notify each seller of Registrable Stock Shares and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller promptly prepare and furnish to such seller a reasonable number of copies of a supplement to prospectus supplemented or an amendment of such prospectus as may be necessary amended so that, as thereafter delivered to the purchasers of such Registrable StockShares, 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 then existing; (hviii) if If the offering is underwritten and at the request of any seller of Registrable StockShares, furnish on the date that Registrable Stock is Shares are delivered to the underwriters for sale pursuant to such registration: registration (i) an opinion opinion, in customary form and dated such the effective date of the registration statement, of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects effect as reasonably may be requested by counsel for the underwriters or by and copies of such seller or its counsel, opinion addressed to the sellers of Registrable Shares and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, Act and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (iix) use its Upon reasonable best efforts notice and at reasonable times during normal business hours, make available for inspection by each seller of Registrable Shares, any underwriter participating in any distribution pursuant to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled any attorney, accountant or other agent retained by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Actseller or underwriter, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such reasonable access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, as such parties may reasonably request, and such opportunities to discuss cause the business of the Company with its 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; (x) Cooperate with the selling holders of Registrable Shares and the independent public accountants who have certified its financial statements as shall be necessarymanaging underwriter, in the opinion of such holders, underwriters, counsel or accountantsif any, to conduct a reasonable investigation within facilitate the meaning timely preparation and delivery of certificates representing Registrable Shares to be sold, such certificates to be in such denominations and registered in such names as such holders or the Securities Actmanaging underwriter may request at least two business days prior to any sale of Registrable Shares; and (kxi) otherwise comply with Permit any holder of Registrable Shares which holder, in the Securities Actsole and exclusive judgment, the Exchange Act and any other applicable rules and regulations exercised in good faith, of such holder, might be deemed to be a controlling Person of the CommissionCompany, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering participate in good faith in the period of at least 12 months after the effective date preparation of such registration statementor comparable statement and to require the insertion therein of material, furnished to the Company in writing, which earning statement shall satisfy Section 11(ain the reasonable judgment of such holder and its counsel should be included. (b) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d)this Agreement, the period of distribution of Registrable Stock Shares in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock Shares in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock Shares covered thereby and 120 or 180 days after the effective date thereof or thereof, provided, however, in the case of any registration of Registrable Shares on Form S-3 or a registration requested comparable or successor form which are intended to be offered on a “shelf”continuous or delayed basis, for as long as requested such 180 day-period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Shares are sold, provided that Rule 415, or any successor or similar rule promulgated under the Securities Act, permits the offering to be conducted on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment, permit, in lieu of filing a post-effective amendment which (y) includes any prospectus required by Section 10(a)(3) of the Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement. (c) Whenever under the preceding Sections of this Agreement the holders of Registrable Shares are registering such shares pursuant to any registration statement, each such holder agrees to (i) timely provide in writing to the extent permitted by applicable law. In connection with each registration hereunderCompany, the sellers of Registrable Stock will furnish to at its request, such information and materials as the Company in writing such information with respect to themselves and the proposed distribution by them as may reasonably shall be necessary request in order to assure effect the registration of such Registrable Shares in compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and provide the Company shall ensure that no underwriter requires any seller with appropriate representations with respect to make, any representations and warranties to or agreements with any underwriter in a registration effected the accuracy of such information provided by such Sellers pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, subsection (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationi).

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 4, 5 or 3 6 to use its reasonable best efforts to effect the registration of any shares of Registrable Restricted Stock under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement (which, in the case of an underwritten public offering pursuant to Section 4, shall be on Form S-1 or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such securities and use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law); (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 the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Restricted Stock covered by such registration statement in accordance with the sellers’ ' intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Restricted Stock and to each underwriter such number of copies of the registration statement and each such amendment and supplement thereto (in each case including all exhibits) and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Restricted Stock covered by such registration statement; (d) use its reasonable best efforts to register or qualify the Registrable Restricted Stock covered by such registration statement under the securities or “"blue sky” " laws of such jurisdictions as the sellers of Registrable Restricted Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, ; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to list the Registrable Restricted Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Restricted Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller promptly prepare and furnish to such seller a reasonable number of copies of a supplement to prospectus supplemented or an amendment of such prospectus as may be necessary amended so that, as thereafter delivered to the purchasers of such Registrable Restricted Stock, 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 then existing; (hg) if the offering is underwritten and at the request of any seller of Registrable Restricted Stock, use its best efforts to furnish on the date that Registrable Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects effect as reasonably may be requested by counsel for the underwriters or by such seller or its counselunderwriters, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (ih) use its reasonable best efforts make available for inspection by each seller of Restricted Stock, any underwriter participating in any distribution pursuant to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled any attorney, accountant or other agent retained by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Actseller or underwriter, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such reasonable access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, as such parties may reasonably request, and such opportunities to discuss cause the business of the Company with its 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; (i) cooperate with the selling holders of Restricted Stock and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, managing underwriters, counsel or accountantsif any, to conduct a reasonable investigation within facilitate the meaning timely preparation and delivery of certificates representing Restricted Stock to be sold, such certificates to be in such denominations and registered in such names as such holders or the Securities Actmanaging underwriters may request at least two business days prior to any sale of Restricted Stock; and (kj) otherwise comply with permit any holder of Restricted Stock which holder, in the Securities Actsole and exclusive judgment, the Exchange Act and any other applicable rules and regulations exercised in good faith, of such holder, might be deemed to be a controlling person of the CommissionCompany, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering participate in good faith in the period of at least 12 months after the effective date preparation of such registration statementor comparable statement and to require the insertion therein of material, furnished to the Company in writing, which earning in the reasonable judgment of such holder and its counsel should be included and to permit any other holder of Restricted Stock participating in the registration to review such registration or comparable statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158during its preparation. For purposes of Sections 4(aSection 7(a) and 4(b7(b) and of Section 2(d4(c), the period of distribution of Registrable Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Restricted Stock covered thereby and 120 180 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable lawthereof. In connection with each registration hereunder, the sellers of Registrable Restricted Stock will furnish to the Company in writing such information requested by the Company with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities lawslaws and to make the registration statement correct, accurate and complete in all respects with respect to such sellers; provided, however, that this requirement shall not be deemed to limit any disclosure obligation arising out of any seller's relationship to the Company if one of such seller's agents or affiliates is an officer, director or control person of the Company. In addition, the sellers shall, if requested by the Company, execute such other agreements, which are reasonably satisfactory to them and which shall contain such provisions as may be customary and reasonable in order to accomplish the registration of the Restricted Stock. In connection with each registration pursuant to Sections 2 4, 5 or 3 6 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s 's size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 Section 11(a) or 3 to use its reasonable best efforts 11(b) to effect the registration of any shares of Registrable Stock under the Securities Act, the Company will, as at its expense, expeditiously as possible: (ai) In accordance with the Securities Act and the rules and regulations of the Commission, prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement on the form of registration statement appropriate with respect to such securities and use reasonable its best efforts to cause such registration statement to become and remain effective for until the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a securities covered by such registration requested to be a “shelf”statement have been sold, for as long as requested to the extent permitted by applicable law; (b) and prepare and file with the Commission such amendments and supplements to such registration statement and supplements to the prospectus used in connection therewith contained therein as may be necessary to keep such registration statement effective for and such registration statement and prospectus accurate and complete until the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by such registration statement have been sold; (ii) If the offering is to be underwritten, in accordance whole or in part, enter into a written underwriting agreement with the sellers’ intended method holders of disposition set forth the Registrable Stock participating in such offering and the underwriter in form and substance reasonably satisfactory to the managing underwriter of the public offering and the holders of the Registrable Stock participating in such offering; (iii) Furnish to the holders of securities participating in such registration statement for such period; (c) furnish to each seller of Registrable Stock and to each underwriter the underwriters of the securities being registered such reasonable number of copies of the registration statement statement, preliminary prospectus and the prospectus included therein (including each preliminary prospectus) such other documents as such persons underwriters and holders may reasonably may request in order to facilitate the public sale or other disposition offering of the Registrable Stock covered by such registration statementsecurities; (div) use Use its reasonable best efforts to register or qualify the Registrable Stock securities covered by such registration statement under the such state securities or “blue sky” sky laws of such jurisdictions as such participating holders and underwriters may reasonably request. (v) Notify the sellers holders participating in such registration, promptly after it shall receive notice thereof, of Registrable Stock orthe date and time when such registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (vi) Notify such holders promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information; (vii) Prepare and file with the Commission, promptly upon the request of any such holders, any amendments or supplements to such registration statement or prospectus which, in the case opinion of an underwritten public offeringcounsel for such holders, is required under the managing underwriter reasonably shall request, provided, however, that Securities Act or the Company shall not for any rules and regulations thereunder in connection with the distribution or the Registrable Stock by such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdictionholders; (eviii) use its reasonable best efforts Prepare and promptly file with the Commission, and promptly notify such holders of the filing of, such amendments or supplements to list the Registrable Stock covered by such registration statement with or prospectus as may be necessary to correct any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statementstatements or omissions if, at any the time when a prospectus relating thereto to such securities is required to be delivered under the Securities Act, of the happening of any event has occurred as a the result of which the any such prospectus contained in such registration statement, as or any other prospectus is then in effect, includes effect may include an untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading misleading; (ix) In case any of such holders or any underwriter for any such holders is required to deliver a prospectus at a time when the prospectus then in light circulation is not in compliance with the Securities Act or the rules and regulations of the circumstances then existingCommission, and at the prepare promptly upon request of any such seller prepare and furnish amendments or supplements to such seller a reasonable number of copies of a supplement to or an amendment of registration statement and such prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations; (x) Advise such holders, 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 or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (xi) If requested by the managing underwriter or underwriters or a holder of Registrable Stock being sold in connection with an underwritten offering, immediately incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters and the holders of a majority of the Registrable Stock being sold agree should be included therein relating to the plan of distribution with respect to such Registrable Stock, including information with respect to the Registrable Stock being sold to such underwriters, the purchase price being paid for by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable 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; (xii) Cooperate with the selling holders of Registrable Stock and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Stock to be sold and not bearing any restrictive legends; and enable such Registrable Stock to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of Registrable Securities to the underwriters; (xiii) Prepare a prospectus supplement or post-effective amendment to the registration statement or the related prospectus or any document incorporated therein by reference or file any other required documents so that, as thereafter delivered to the purchasers of such the Registrable Stock, such the prospectus shall will not include contain an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingmisleading; (hxiv) if Enter into such agreements (including an underwriting agreement) and take all such other actions in connection therewith in order to expedite or facilitate the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that : (A) make such representations and warranties to the best knowledge holders of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in and the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, in form, substance and their respective counsel and accountantsscope as are customarily made by issuers to underwriters in primary underwritten offerings; (B) If an underwriting agreement is entered into, the opportunity same shall set forth in full the indemnification provisions and procedures of Section 11(e) hereof with respect to review all parties to be indemnified pursuant to said Section; and (C) The Company shall deliver such documents and comment on such registration statementcertificates as may be requested by the holders of the majority of the Registrable Stock being sold and the managing underwriters, each prospectus included therein or filed if any, to evidence compliance with the Commission, each amendment thereof or supplement thereto terms of this Section 11(c) and with any related customary conditions contained in the underwriting agreement or other document agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement or as and to be filedthe extend required thereunder; (xv) Make available for inspection by a representative of the holders of a majority of the Registrable Stock, any underwriter participating in any disposition pursuant to a registration statement, and give each of any attorney or accountant retained by the aforementioned persons such access to its books and recordssellers or underwriter, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss cause the business of the Company with its Company's officers, directors and employees and to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with the independent public accountants who have certified its financial statements preparation of the registration statement; provided, that any records, information or documents that are designated by the Company in writing as confidential shall be necessary, in the opinion kept confidential by such persons unless disclosure of such holdersrecords, underwriters, counsel information or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; anddocuments is required by court or administrative order; (kxvi) otherwise Otherwise use its best efforts to comply with the Securities Act, the Exchange Act and any other all applicable rules and regulations of the Commission, and make generally available to its securities the Company's security holders, as soon as reasonably practicable, an earning statement covering statements satisfying the period provisions of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and Act, no later than forty-five (45) days after the end of any applicable regulations thereundertwelve (12) month period (or ninety (90) days, including Rule 158. For purposes if such a period is a fiscal year) (i) commencing at the end of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of any fiscal quarter in which Registrable Stock is sold to underwriters in a firm commitment an underwritten public offering shall be deemed offering, or, if not sold to extend until each underwriter has completed underwriters in such an offering, (ii) beginning with the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier first month of the sale of all Registrable Stock covered thereby and 120 days Company's first fiscal quarter commencing after the effective date of the registration statement; (xvii) Not file any amendment or supplement to such registration statement or prospectus to which a majority in interest of such holders has objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof or in the case of a registration requested to be a “shelf”, for as long as requested at least five (5) business days prior to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment staturefiling thereof; provided, however, that the failure of such holders or their counsel to review or object to any amendment or supplement to such registration statement or prospectus shall not affect the rights of such holders or any controlling person or persons thereof or any underwriter or underwriters therefor under Section 11(e) hereof; and (xviii) At the request of any such holder (i) furnish to such holder on the representations and warranties byeffective date of the registration statement or, if such registration includes an underwritten public offering, at the closing provided for in the underwriting agreement; an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the other agreements on holder or holders making such request, covering such matters with respect to the part ofregistration statement, the Company prospectus and each amendment or supplement thereto, proceedings under state and federal securities laws, other matters relating to the Company, the securities being registered and for the benefit of the underwriters shall also be made to offer and for the benefit sale of such sellers securities as are customarily the subject of Registrable Stockopinions of issuer's counsel provided to underwriters in underwritten public offerings, and such opinion of counsel shall additionally cover such legal and factual matters with respect to the registration as such requesting holder or holders may reasonably request, and (ii) no seller shall be required use its best efforts to makefurnish to such holder letters dated each such effective date and such closing date, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the holder or holders making such request, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such matters as the underwriters may request, or, if the offering is not underwritten, that in the opinion of such accountants the financial statements and other financial data of the Company shall ensure that no underwriter requires included in the registration statement or the prospectus or any seller amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act, and additionally covering such other financial matters, including information as to make, any representations and warranties the period ending immediately prior to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation date of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited letter with respect to losses arising out of or based upon an untrue the registration statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary and prospectus, final prospectus, summary prospectus, amendment as such requesting holder or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationholders may reasonably request.

Registration Procedures. If and whenever the Company is required by under an ----------------------- obligation pursuant to the provisions of Sections 2 or 3 this Exhibit B to use its reasonable best efforts to effect the registration of any shares of Registrable Stock under the Eligible Securities Act, the Company willshall, as expeditiously as possiblepracticable: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Securities and Exchange Commission a registration statement with respect to such securities Eligible Securities and use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable laweffective; (b) prepare and file with the Securities and Exchange 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 under the Securities Act until the earlier of such time as all securities covered thereby have been sold or one hundred and eighty (180) days after such registration statement becomes effective, as such period specified in paragraph (a) above may be extended pursuant to Section 1.5, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Stock Eligible Securities covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Stock and to each underwriter selling stockholder such number numbers of copies of the registration statement and the each prospectus included therein (including each preliminary prospectus) in conformity with the requirements of the Securities Act, and such other documents as such persons seller may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statementEligible Securities; (d) use its reasonable best efforts to register or qualify the Registrable Stock Eligible Securities covered by such registration statement under the securities or “blue sky” sky laws of such jurisdictions as the sellers of Registrable Stock ormanaging underwriter, in the case of an underwritten public offeringif any, or if there is no managing underwriter, the managing underwriter reasonably Holders of at least 25% of the Eligible Securities, shall request, provided, however, request (provided that the Company shall not for any such purpose be required to qualify generally consent to transact business as a foreign corporation general service of process for all purposes in any jurisdiction where it is not so qualified then qualified) and do any and all other acts or things which may be reasonably necessary or advisable to consent enable such seller to general service consummate the public sale or other disposition in such jurisdictions of process in any such jurisdictionEligible Securities; (e) use its reasonable best efforts to list the Registrable Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under the Eligible 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 1.4, of the happening of any event as a result of which the prospectus contained included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable StockEligible 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 then existing;; and (hf) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is such Eligible Securities are delivered to the underwriters for sale pursuant to such registration: registration or, if such Eligible Securities are not being sold through underwriters, on the date that the registration statement with respect to such Eligible Securities becomes effective, (i) an opinion opinion, dated such date date, of the independent counsel representing the Company for the purposes of such registration, addressed to the underwriters underwriters, if any, and at the request of any Holder or Holders of Eligible Securities requesting registration pursuant to this Exhibit B, to the Holder or Holders making such sellerrequest, stating that such registration statement has become effective under the Securities Act and that (A1) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and and, to the best knowledge of such counsel, no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, ; (B2) the registration statement, the related prospectus prospectus, and each amendment or supplement thereof thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Securities and Exchange Commission thereunder (except that such counsel need not express any no opinion as to financial statements or financial or statistical data contained therein); (3) and such counsel has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading (C) except that such counsel need express no opinion as to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of contained therein); (4) the Company included description in the registration statement or the prospectus, or any amendment or supplement thereofthereto, comply of all legal and governmental matters and all contracts and other legal documents or instruments are accurate and fairly present the information required to be shown; (5) such counsel does not know of any legal or governmental proceedings, pending or contemplated, required to be described in the registration statement or prospectus, or any amendment or supplement thereto, which are not described as required, nor of any contracts or documents or instruments of a character required to form be described in all material respects with the applicable accounting requirements of registration statement or prospectus, or any amendment or supplement thereto, or to be filed as exhibits to the Securities Actregistration statement which are not described and filed as required, and such letter shall additionally cover (6) such other financial legal matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as the underwriters, if any, and any such underwriters Holder or sellers Holders requesting such opinion may reasonably may request; ; and (iii) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of offering, a comfort letter, dated such date, from the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties independent certified public accountants of the Company, and such opportunities addressed to discuss the business of the Company with its officers, directors and employees underwriters and the independent public accountants who have certified its financial statements as shall be necessary, Company's Board of Directors in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationform.

Registration Procedures. If and whenever Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company is required by the provisions of Sections 2 or 3 to will use its reasonable best efforts to effect the registration and the sale of any shares such Registrable Securities in accordance with the intended method of Registrable Stock under the Securities Actdisposition thereof, and pursuant thereto the Company will, will as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission SEC a registration statement with respect to such securities Registrable Securities and use reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable laweffective; (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 reasonably necessary to keep such registration statement effective for the a period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect equal to the disposition shorter of (i) one year and (ii) the time by which all Registrable Stock securities covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such periodhave been sold; (c) furnish to each seller of Registrable Stock and to each underwriter Securities such number of copies of the such registration statement statement, each amendment and supplement thereto, the prospectus included therein in such registration statement (including each preliminary prospectus) and such other documents as such persons seller may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered Securities owned by such registration statementseller; (d) use its reasonable best efforts to register or qualify the such Registrable Stock covered by Securities under such registration statement under the other securities or “blue sky” sky laws of such jurisdictions as the sellers any seller of Registrable Stock or, Securities reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, Registrable Securities owned by such seller (provided that the Company shall will not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified or otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdictions, (iii) consent to general service of process in each such jurisdiction or (iv) undertake such actions in any such jurisdictionjurisdiction other than the states of the United States of America and the District of Columbia); (e) use its reasonable best efforts to list the Registrable Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of such Registrable Stock and each underwriter under such registration statementSecurities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained included in such registration statement, as then in effect, includes statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingmisleading, and and, at the request of any such seller seller, the Company will prepare and furnish a supplement or amendment to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable StockSecurities, such prospectus shall will not include contain an untrue statement of a material fact or omit to state a material any fact required to be stated therein or necessary to make the statements therein not misleading misleading; (f) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; (g) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the light holders of a majority of the circumstances then existingRegistrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares); (h) if the offering is underwritten and at the request of make available for inspection by any seller of Registrable StockSecurities, furnish on the date that Registrable Stock is delivered to the underwriters for sale any underwriter participating in any disposition pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counselany attorney, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted accountant or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express other agent retained by any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counselunderwriter, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss cause the business of the Company with its Company’s officers, directors and directors, employees and the independent public accountants who have certified its financial statements as shall be necessaryto supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in the opinion of connection with such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; andregistration statement; (ki) otherwise use its best efforts to comply with the Securities Act, the Exchange Act and any other all applicable rules and regulations of the CommissionSEC, and make available to its securities security holders, as soon as reasonably practicable, an earning earnings statement covering the period of at least 12 twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of such the registration statement, which earning earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (j) permit any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution holder of Registrable Stock Securities which holder, in a firm commitment underwritten public offering shall its sole and exclusive judgment, might be deemed to extend until each be an underwriter has completed or a controlling person of the distribution Company, to participate in the preparation of all securities purchased by itsuch 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; and (k) in the period event of distribution the issuance of Registrable any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any other jurisdiction, the Company will use its best efforts promptly to obtain the withdrawal of such order. If any such registration shall or comparable statement refers to any holder by name or otherwise as the holder of any securities of the Company and if in its sole and exclusive judgment such holder is or might be deemed to extend until the earlier be a controlling person of the sale Company, such holder shall have the right to require (i) the insertion therein of all Registrable Stock language, in form and substance satisfactory to such holder and presented to the Company in writing, to the effect that the holding by such holder of such securities is not to be construed as a recommendation by such holder of the investment quality of the Company’s securities covered thereby and 120 days after that such holding does not imply that such holder will assist in meeting any future financial requirements of the effective date thereof or Company, (ii) in the case of a registration requested event that such reference to be a “shelf”, for as long as requested to such holder by name or otherwise is not required by the extent permitted by applicable law. In connection with each registration hereunderSecurities Act or any similar federal statute then in force, the sellers deletion of Registrable Stock will the reference to such holder; provided that with respect to this clause (ii) such holder shall furnish to the Company in writing an opinion of counsel to such information with respect to themselves effect, which opinion and the proposed distribution by them as reasonably counsel shall be necessary in order reasonably satisfactory to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 4, 5 or 3 6 to use its reasonable best efforts to effect the registration of any shares of Registrable Restricted Stock under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement (which, in the case of an underwritten public offering pursuant to Section 4, shall be on Form S-1 or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such securities and use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law); (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 the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Restricted Stock covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Restricted Stock and to each underwriter such number of copies of the registration statement and each such amendment and supplement thereto (in each case including all exhibits) and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Restricted Stock covered by such registration statement; (d) use its reasonable best efforts to register or qualify the Registrable Restricted Stock covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Restricted Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, ; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to list the Registrable Restricted Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Restricted Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller promptly prepare and furnish to such seller a reasonable number of copies of a supplement to prospectus supplemented or an amendment of such prospectus as may be necessary amended so that, as thereafter delivered to the purchasers of such Registrable Restricted Stock, 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 then existing; (hg) if the offering is underwritten and at the request of any seller of Registrable Restricted Stock, use its best efforts to furnish on the date that Registrable Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects effect as reasonably may be requested by counsel for the underwriters or by such seller or its counselunderwriters, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (ih) use its reasonable best efforts make available for inspection by each seller of Restricted Stock, any underwriter participating in any distribution pursuant to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled any attorney, accountant or other agent retained by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Actseller or underwriter, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such reasonable access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, as such parties may reasonably request, and such opportunities to discuss cause the business of the Company with its 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; (i) cooperate with the selling holders of Restricted Stock and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, managing underwriters, counsel or accountantsif any, to conduct a reasonable investigation within facilitate the meaning timely preparation and delivery of certificates representing Restricted Stock to be sold, such certificates to be in such denominations and registered in such names as such holders or the Securities Actmanaging underwriters may request at least two business days prior to any sale of Restricted Stock; and (kj) otherwise comply with permit any holder of Restricted Stock which holder, in the Securities Actsole and exclusive judgment, the Exchange Act and any other applicable rules and regulations exercised in good faith, of such holder, might be deemed to be a controlling person of the CommissionCompany, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering participate in good faith in the period of at least 12 months after the effective date preparation of such registration statementor comparable statement and to require the insertion therein of material, furnished to the Company in writing, which earning in the reasonable judgment of such holder and its counsel should be included and to permit any other holder of Restricted Stock participating in the registration to review such registration or comparable statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158during its preparation. For purposes of Sections 4(aSection 7(a) and 4(b7(b) and of Section 2(d4(c), the period of distribution of Registrable Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Restricted Stock covered thereby and 120 180 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable lawthereof. In connection with each registration hereunder, the sellers of Registrable Restricted Stock will furnish to the Company in writing such information requested by the Company with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities lawslaws and to make the registration statement correct, accurate and complete in all respects with respect to such sellers; provided, however, that this requirement shall not be deemed to limit any disclosure obligation arising out of any seller’s relationship to the Company if one of such seller’s agents or affiliates is an officer, director or control person of the Company. In addition, the sellers shall, if requested by the Company, execute such other agreements, which are reasonably satisfactory to them and which shall contain such provisions as may be customary and reasonable in order to accomplish the registration of the Restricted Stock. In connection with each registration pursuant to Sections 2 4, 5 or 3 6 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.

Registration Procedures. If In the case of each registration ----------------------- effected by Company pursuant to this Agreement, Company shall keep the participating Stockholders advised in writing as to the initiation of each registration and whenever as to the completion thereof. The Company is required by shall (i) permit the provisions Stockholder, the Manager, if any, and their respective counsel to make such investigation of Sections 2 or 3 Company as they may reasonably request, (ii) furnish to use its reasonable best efforts to effect the participating Stockholders, the Manager and their respective counsel drafts of the registration of any shares of Registrable Stock under the Securities Actstatement and all amendments thereto, the Company will, as expeditiously as possible: (a) prepare all prospectuses and promptly, and in any event within 45 days after the request for registration has been delivered supplements thereof prior to the Company, file filing with the Commission a registration statement SEC and consider their comments and suggestions with respect to such securities documents, and use reasonable best efforts to cause (iii) not file any such registration statement statement, amendment, prospectus or supplement to become which the participating Stockholders or the Manager shall reasonably object. At its expenses, Company shall: (i) keep such registration effective and remain effective current as required by law for such period necessary to permit the period of Stockholder to complete the distribution contemplated thereby (determined as hereinafter provided) or described in the case of a registration requested statement relating thereto, or for such period as may be agreed to be a “shelf”, for as long as requested to in the extent permitted by applicable lawUnderwriting Agreement; (bii) prepare and file with the Commission SEC such amendments, 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 for the period specified in paragraph (a) above and comply with the provisions of the Securities Act and the Underwriting Agreement and to keep such registration statement effective and current as required by law for that period of time specified above, in each case exclusive of any period during which the prospectus used in connection with such registration shall not comply with the requirements of Section 10 of the Securities Act, and respond as promptly as practicable to any comments received from the SEC with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such periodor any amendment thereto; (ciii) furnish to each seller of Registrable Stock and to each underwriter such number of copies of the registration statement and the prospectus included therein (including statement, each amendment thereto, each preliminary prospectus) , prospectuses, supplements and incorporated documents and other documents incident thereto as such persons the Stockholder or the Manager from time to time may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statementrequest; (div) use its reasonable best efforts to register or qualify the Registrable Stock Securities covered by such registration statement under the securities or “"blue sky” " laws of such jurisdictions as the sellers Stockholder and the Manager shall reasonably request, and do any and all other acts and things which may be necessary or desirable to enable the Stockholder and the Manager to consummate the offering and disposition of Registrable Stock or, Securities in the case of an underwritten public offering, the managing underwriter reasonably shall request, such jurisdictions; provided, however, that the Company shall not for any such purpose not, by virtue of this -------- ------- Agreement, be required to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not so qualified corporation, subject itself to taxation, or to consent to general service of process process, in any such jurisdictionjurisdiction wherein it would not, but for the requirements of this clause (iv), be obligated to be qualified; (ev) use its reasonable best efforts to list notify the Registrable Stock covered Stockholder and the Manager promptly and, if requested by any such registration statement with any securities exchange on which the Common Stock of the Company is then listed; person, confirm such notification in writing, (fA) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required or any prospectus supplement has been filed with the SEC, and, with respect to be delivered under a registration statement or any post-effective amendment thereto, when the Securities Actsame has been declared effective by the SEC, (B) of any request by the SEC for amendments or supplements to a registration statement or related prospectus, or for additional information, (C) of the happening issuance by the SEC of any stop order or the initiation of any proceedings for such or a similar purpose (and the Company shall make every reasonable effort to obtain the withdrawal of any such order at the earliest practicable time), (D) of the receipt by Company of any notification with respect to the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose (and the Company shall make every reasonable effort to obtain the withdrawal of any such suspension at the earliest practicable time), (E) of the occurrence of any event as with requires the making of any changes to a result of which the registration statement or related prospectus contained in so that such registration statement, as then in effect, includes an documents shall not contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existingunder which they were made, not misleading (and at the request of any such seller Company shall promptly prepare and furnish to such seller the Stockholder and the Manager a reasonable number of copies of a supplement to supplemented or an amendment of amended prospectus such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable StockSecurities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not statements therein, in light of the circumstances under which they are made, not misleading), and (F) of the Company's determination that the filing of a post-effective amendment to the Registration Statement shall be necessary or appropriate. Each Stockholder agrees that it shall, as expeditiously as possible, notify the Company at any time when a prospectus relating to a registration statement covering such Stockhloder's Registrable Securities is required to be delivered under the Securities Act, of the happening of any event of the kind described in this clause (v) as a result of any information provided by such Stockholder in writing expressly for inclusion in such prospectus included in such registration statement and at the request of the Company, promptly prepare and furnish to it such information as may be necessary so that, after incorporation into a supplement or amendment of such prospectus as thereafter delivered to the purchasers of such securities, the information so provided by the Stockholder shall not include an untrue statement of material fact or omit to state a material fact required to be stated therein not misleading or necessary to make the statements made therein, in the light of the circumstances then existing; (h) if under which they were made, not misleading. Each Stockholder shall be deemed to have agreed by acquisition of such Registrable Securities that upon the offering is underwritten and at the request receipt of any seller notice from the Company of the occurrence of any event of the kind described in clause (E) of this clause (v), such Stockholder shall forthwith discontinue its offer and disposition of Registrable Stock, furnish on the date that Registrable Stock is delivered Securities pursuant to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the covering such Registrable Securities Act and that until such Stockholder shall have received copies of a supplemented or amended prospectus which is no longer defective as contemplated by clause (AE) to the best knowledge of such counselthis clause (v) and, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained if so directed by the Company, addressed shall deliver to the underwriters and to such sellerCompany, stating that they are independent public accountants within at the meaning Company's expense, all copies (other than permanent file copies) of the defective prospectus covering such Registrable Securities Act and that, which are then in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may requestStockholder's possession; (ivi) use its reasonable best efforts to cooperate with the sellers in the disposition of the cause all such Registrable Stock Securities covered by such registration statementstatement to be listed on each securities exchange or the Nasdaq Stock Market, including without limitation in the case of an underwritten offering causing key executives of as applicable, on which similar securities issued by the Company and its subsidiaries to participate are then listed, if the listing of such Registrable Securities is then permitted under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of such exchange or the Commission, and make available to its securities holdersNasdaq Stock Market, as soon as reasonably practicable, an earning applicable; (vii) engage and provide a transfer agent for all Registrable Securities covered by such registration statement covering the period of at least 12 months after not later than the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.;

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 or 3 to use its reasonable best efforts hereof to effect the registration of any shares of the Registrable Stock Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission SEC a registration statement with respect to such securities and use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter herein provided) or in the case of a registration requested to be a “shelf”), for as long as requested and promptly provide to the extent permitted by applicable lawPurchaser copies of all filings and SEC letters of comment; (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 for until the later of: (i) six months after the latest exercise period specified in paragraph of the Warrant; (aii) above twelve months after the Maturity Date of the Note or (iii) four years after the Closing Date, and comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Stock Securities covered by such registration statement in accordance with the sellers’ Purchaser's intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Stock the Purchaser, and to each underwriter if any, such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons the Purchaser reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock securities covered by such registration statement; (d) use its reasonable best efforts to register or qualify the Purchaser's Registrable Stock Securities covered by such registration statement under the securities or “"blue sky” " laws of such jurisdictions as the sellers of Registrable Stock or, Purchaser and in the case of an underwritten public offering, the managing underwriter shall reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to list the Registrable Stock Securities covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock the Purchaser and each underwriter under such registration statement, statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing;; and (hg) if make available for inspection by the offering is underwritten and at the request of Purchaser, any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale underwriter participating in any distribution pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement attorney, accountant or other document to be filedagent retained by the Purchaser or underwriter, and give each of the aforementioned persons such access to its books and recordsall publicly available, including all non-confidential financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss cause the business of the Company with its Company's officers, directors and employees and to supply all publicly available, non-confidential information reasonably requested by the independent public accountants who have certified its financial statements as shall be necessaryseller, underwriter, attorney, accountant or agent in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply connection with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.

Registration Procedures. If and whenever Whenever the Company is required by the provisions of Sections 2 or 3 to use its reasonable best efforts this Agreement to effect the registration of any shares of the Registrable Stock Securities under the Securities Act, the Company willshall (except as otherwise provided in this Agreement), as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities and use reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus Prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in paragraph (aas per Section 3(b) above herein and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Stock securities covered by such registration statement when the Holder or Holders of such securities shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of securities from time to time in accordance connection with the sellers’ intended method of disposition set forth in such a registration statement for such periodpursuant to Rule 415 under the Securities Act); (cb) furnish to each seller of Registrable Stock and to each underwriter Holder such number numbers of copies of a summary prospectus or other prospectus, including a preliminary prospectus or any amendment or supplement to any prospectus, in conformity with the registration statement requirements of the Securities Act, and the prospectus included therein (including each preliminary prospectus) such other documents, as such persons Holder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered securities owned by such registration statementHolder; (dc) use its reasonable best efforts to register or and qualify the Registrable Stock securities covered by such registration statement under the such other securities or “blue sky” sky laws of such jurisdictions as the sellers of Registrable Stock orHolder, in the case of an underwritten public offering, the managing underwriter shall reasonably shall request, providedand do any and all other acts and things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition in such jurisdiction of the securities owned by such Holder, however, except that the Company shall not for any such purpose be required to qualify generally to transact do business as a foreign corporation in any jurisdiction where wherein it is not so qualified or to file therein any general consent to general service of process in any such jurisdictionprocess; (ed) use its reasonable best efforts to list such securities on the Registrable Stock covered by such registration statement with OTC Bulletin Board or any securities exchange on which the Common Stock any securities of the Company is then listed, if the listing of such securities is then permitted under the rules of such exchange or OTC Bulletin Board; (e) enter into and perform its obligations under an underwriting agreement, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller Holder of Registrable Stock and each underwriter under Securities covered by such registration statement, at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus contained included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.

Registration Procedures. If and whenever In the case of each registration statement filed by the Company is required by the provisions of Sections 2 or 3 pursuant to use its reasonable best efforts to effect the registration of any shares of Registrable Stock under the Securities Actthis Agreement, the Company will, as expeditiously as possibleat its expense, do the following for the benefit of the Holders: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities and use Use its reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law; (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 180 days or until the Holders have completed the distribution described in the registration statement relating thereto, or such shorter period of time as is specified in paragraph (a) above and comply with the provisions of by Rule 174 promulgated under the Securities Act with respect to the disposition of all Registrable Stock covered by Act, whichever first occurs, and amend or supplement such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Stock and to each underwriter such number of copies of the registration statement and the prospectus included contained therein (including each preliminary prospectus) as such persons reasonably may request in order from time to facilitate time to the public sale or other disposition of extent necessary to comply with the Registrable Stock covered by such registration statementSecurities Act and applicable state securities laws; (db) use Use its reasonable best efforts to register or qualify the Registrable Stock covered securities to be sold by the Holders under such registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as the sellers underwriter of Registrable Stock or, such offering shall reasonably deem necessary in the case of an underwritten public order to ensure a successful offering, the managing underwriter reasonably shall request, ; provided, however, that the Company shall not for any such purpose be required obligated to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not then so qualified or otherwise required to be so qualified or to consent take any action which would subject it to general the service of process in any suits other than those arising out of such jurisdictionregistration; (ec) use its reasonable best efforts to list the Registrable Stock covered by Furnish such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of prospectuses, including a supplement to or an amendment of such prospectus as may be necessary so thatpreliminary prospectus, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects conformity with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information documents incident thereto as a Holders from time to time may reasonably request in order to facilitate the period ending no more than five business days prior to the date disposition of such letter) with respect to such registration as such underwriters or sellers reasonably may requestRegistrable Securities; (id) use its reasonable best efforts to cooperate In connection with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an any underwritten offering causing key executives of pursuant to a registration statement filed pursuant to Section 1.3 hereof, the Company will enter into an underwriting agreement necessary to effect the offer and its subsidiaries to participate under sale of Common Stock, provided such underwriting agreement contains usual and customary underwriting provisions and is entered into by the direction of Holders and provided further that if the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountantsso requests, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of will contain customary contribution provisions on the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties part of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (ke) otherwise comply with the Securities ActPermit each selling shareholder and such shareholder's counsel or other representatives to inspect and copy such corporate documents as he may reasonably request, the Exchange Act and any other applicable rules and regulations of the Commission, and make available subject to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date receipt of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for written confidentiality undertaking as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as may reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationrequest.

Registration Procedures. If and whenever the Company is required by ----------------------- the provisions of Sections 2 or 3 Section 4 to use its reasonable best efforts to effect the registration of any shares of Registrable Restricted Stock under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities and use its reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law); (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 the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Restricted Stock covered by such registration statement in accordance with the sellers’ ' intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Restricted Stock and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Restricted Stock covered by such registration statement; (d) use its reasonable best efforts to register or qualify the Registrable Restricted Stock covered by such registration statement under the securities or “"blue sky” " laws of such jurisdictions as the sellers of Registrable Restricted Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be -------- ------- required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to list the Registrable Restricted Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Restricted Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (hg) if the offering is underwritten and at the request of any seller of Registrable StockRestricted Stock as provided herein, use its reasonable best efforts to furnish on the date that Registrable Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated threatened under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or statements, schedules and other financial or statistical data information contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, counsel and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request;; and (ih) use its reasonable best efforts make available for inspection by each seller of Restricted Stock, any underwriter participating in any distribution pursuant to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled any attorney, accountant or other agent retained by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Actseller or underwriter, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss cause the business of the Company with its Company's officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessaryto supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply connection with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(aSection 5(a) and 4(b) and of Section 2(d5(b), the period of distribution of Registrable Restricted Stock in a firm commitment underwritten public offering included therein shall be deemed to extend until the first to occur of (i) each underwriter has completed underwriter's completion of the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law(ii) one hundred twenty (120) days. In connection with each registration hereunder, the sellers of Registrable Restricted Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 Section 4 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s 's size and investment stature. No Holder of shares of Restricted Stock included in a registration statement shall (until further notice) effect sales thereof after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus; provided, however, that but the obligations of the Company with respect to maintaining any registration statement current and effective shall be extended by a period of days equal to the period such suspension is in effect unless (i) such extension would result in the representations Company's inability to use the financial statements in the registration statement as initially filed and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required such correction or update did not result from the Company's acts or failures to make, and act. At the end of the period during which the Company is obligated to keep the registration statement current and effective as described above (and any extensions thereof required by the preceding sentence), the Holders of shares of Restricted Stock included in the registration statement shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability discontinue sales of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock shares pursuant to such registrationregistration statement upon receipt of notice from the Company of its intention to remove from registration the shares covered by such registration statement which remain unsold, and such Holders shall notify the Company of the number of shares registered which remain unsold immediately upon receipt of such notice from the Company.

Registration Procedures. If and whenever In connection with the Company is required by the provisions of Sections 2 or 3 Company's requirement to use its reasonable best efforts to effect the registration of any shares of Registrable Stock Shares under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities and use reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law; (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 the period specified in paragraph (a) above herein and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock Shares covered by such registration statement in accordance with the sellers’ ' intended method of disposition set forth in such registration statement for such period; (cb) furnish to each seller of Registrable Stock and to each underwriter Shares such number of copies of the registration statement and each such amendment and supplement thereto (in each case including all exhibits) and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock Shares covered by such registration statement; (dc) use its reasonable best efforts to register or qualify the Registrable Stock Shares covered by such registration statement under the securities or “"blue sky” " laws of such jurisdictions as the sellers of Registrable Stock or, in the case of an underwritten public offering, the managing underwriter Shares reasonably shall request, providedPROVIDED, howeverHOWEVER, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction, unless the Company is already subject to service in such jurisdiction; (ed) use its reasonable best efforts to list the Registrable Stock Shares covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (fe) provide a transfer agent comply with all applicable rules and registrar for all such Registrable Stock not later than regulations under the effective date of such registration statementSecurities Act and Exchange Act; (gf) immediately notify each seller of Registrable Stock and each underwriter Shares under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller promptly prepare and furnish to such seller a reasonable number of copies of a supplement to prospectus supplemented or an amendment of such prospectus as may be necessary amended so that, as thereafter delivered to the purchasers of such Registrable StockShares, 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 then existing; (hg) if the offering is underwritten and at the request of any make available for inspection by each seller of Registrable StockShares, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registrationand any attorney, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted accountant or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or agent retained by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, as such parties may reasonably request, and such opportunities to discuss cause the business of the Company with its Company's officers, directors and employees to supply all information reasonably requested by any such seller, attorney, accountant or agent in connection with such registration statement; (h) cooperate with the selling holders of Registrable Shares to facilitate the timely preparation and delivery of certificates representing Registrable Shares to be sold, such certificates to be in such denominations and registered in such names as such holders or the independent public accountants who have certified its financial statements as shall be necessary, in the opinion managing underwriter may request at least two business days prior to any sale of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities ActRegistrable Shares; and (ki) otherwise comply with permit any holder of Registrable Shares which holder, in the Securities Actsole and exclusive judgment, the Exchange Act and any other applicable rules and regulations exercised in good faith, of such holder, might be deemed to be a controlling person of the CommissionCompany, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering participate in good faith in the period of at least 12 months after the effective date preparation of such registration statementor comparable statement and to require the insertion therein of material, furnished to the Company in writing, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case reasonable judgment of a registration requested to such holder and its counsel should be a “shelf”, for as long as requested to the extent permitted by applicable lawincluded. In connection with each registration hereunder, the sellers of Registrable Stock Shares will furnish to the Company in writing such information requested by the Company with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal Federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, ; and such sellers shall provide the Company and each seller agree with appropriate representations with respect to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit accuracy of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationinformation.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 2.3, 2.4 or 3 2.5 to use its reasonable best efforts to effect the registration of any shares of Registrable Stock Restricted Shares under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement Registration Statement (which, in the case of an underwritten public offering pursuant to Section 2.3, shall be on Form S-1, Form F-1 or Form F-10 or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such securities and use reasonable best efforts to cause such registration statement Registration Statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law); (b) prepare and file with the Commission 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 for the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock Restricted Shares covered by such registration statement Registration Statement in accordance with the sellers’ intended method of disposition set forth in such registration statement Registration Statement for such period; (c) furnish to each seller of Registrable Stock Restricted Shares and to each underwriter such number of copies of the registration statement Registration Statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock Restricted Shares covered by such registration statementRegistration Statement; (d) use its reasonable best efforts to register or qualify the Registrable Stock Restricted Shares covered by such registration statement Registration Statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Stock Restricted Shares or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, ; provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to list the Registrable Stock Restricted Shares covered by such registration statement Registration Statement with any securities exchange or over-the-counter market on which the Common Stock Shares of the Company is then listedlisted or quoted, as the case may be; (f) promptly provide a transfer agent and registrar for all such Registrable Stock Restricted Shares not later than the effective date of such registration statementRegistration Statement; (g) immediately notify each seller of Registrable Stock Restricted Shares and each underwriter under such registration statementRegistration Statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statementRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, existing (it being understood that the sellers of Restricted Shares agree upon receipt of such notice forthwith to cease making offers and at the request sales of any such seller prepare and furnish Restricted Shares pursuant to such seller a reasonable number Registration Statement or deliveries of copies of a the prospectus contained therein for any purpose until the Company has prepared and furnished such amendment or supplement to or an amendment of such the prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable StockRestricted 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 then existing); (h) if the offering is underwritten and at the request of any seller of Registrable StockRestricted Shares, use reasonable best efforts to furnish on the date that Registrable Stock Restricted Shares is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such sellerunderwriters, stating that such registration statement Registration Statement has become effective under the Securities Act and substantially to the effect that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statementRegistration Statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements contained therein), (C) nothing has come to the attention of such counsel during the course of their representation of the Company that leads them to believe that the Registration Statement, the related prospectus or any amendment or supplement thereof (except as to the financial statements (including the notes thereto) and schedules and other financial and statistical data contained or incorporated by reference therein as to which such counsel need not express any opinion or belief) at the time the Registration Statement became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the prospectus as of its date or the date on which the shares being offered are sold to the underwriters, or any later date on which the underwriters purchase shares subject to an over allotment option, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel expresses no comment as to any financial statements (including the notes thereto) and schedules and other financial or statistical data contained therein) in the Registration Statement, the related prospectus or any amendment or supplement thereof), and (CD) to such other effects as are customary and reasonably may be requested by counsel for to the underwriters or by such seller or its counselcounsel (it being understood that if a change in the laws of the United States has occurred, such opinion shall be in a form then customary for an underwritten public offering); and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement Registration Statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request;; and (i) use its make available for inspection by each seller of Restricted Shares upon reasonable best efforts notice, any underwriter participating in any distribution pursuant to cooperate with the sellers in the disposition of the Registrable Stock covered such Registration Statement, and any attorney, accountant or other agent retained by such registration statementseller or underwriter, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss cause the business of the Company with its Company’s officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessaryto supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in the opinion of connection with such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158Registration Statement. For purposes of Sections 4(a2.7(a) and 4(b2.7(b) and of Section 2(d2.3(c), the period of distribution of Registrable Stock Restricted Shares in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock Restricted Shares in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock Restricted Shares covered thereby and 120 one hundred twenty (120) days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable lawthereof. In connection with each registration hereunder, the sellers of Registrable Stock Restricted Shares will (x) furnish to the Company in writing such information with respect to themselves themselves, the Restricted Shares held by them and the proposed distribution by them as reasonably shall requested by the Company and its counsel in connection with such registration, (y) agree to sell Restricted Shares on the basis provided in any underwriting arrangements, and (z) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents as may be necessary in order to assure compliance with federal and applicable state securities lawsrequired under the terms of such underwriting arrangements. In connection with each registration pursuant to Sections 2 2.3, 2.4 or 3 2.5 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) stature and as are consistent with the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit terms of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationthis Agreement.

Registration Procedures. If and whenever the Company Corporation is required by the provisions of Sections 2 or 3 to use its reasonable best efforts to effect the registration of any shares of Registrable Stock under the Securities ActShares as provided pursuant to Sections 3.A or 3.B, the Company Corporation will, as expeditiously as possiblepracticable: (ai) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file After a Registration Statement is filed with the Commission a registration statement with respect to such securities and use reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”SEC, for as long as requested to the extent permitted by applicable law; (b) prepare and file with the Commission SEC such amendments (including post-effective 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 for the a period specified not in paragraph excess of ninety (a90) above days (or such earlier date by which all securities that have been requested to be registered are sold) and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for Registration Statement during such period; (cii) furnish Furnish to each seller of Registrable Stock the Shareholders and to each underwriter underwriter, if any, of such Registrable Shares, such number of copies of a prospectus and preliminary prospectus for delivery in conformity with the registration statement requirements of the Securities Act, and the prospectus included therein (including each preliminary prospectus) such other documents, as such persons person may reasonably may request request, in order to facilitate the public sale or other disposition of the Common Stock; (iii) Use its reasonable efforts to cause such Registrable Stock Shares covered by such registration statementRegistration Statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable the Shareholders to consummate the disposition of such Registrable Shares in accordance with any plan of distribution described in such Registration Statement; (div) use its reasonable best efforts to register or qualify Promptly notify the Registrable Stock covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to list the Registrable Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statementShareholders, at any time when a prospectus relating thereto is required to be delivered under the Securities ActAct within the appropriate period mentioned in Section 3.C(i), of if the happening of any event as a result of which Corporation becomes aware that the prospectus contained included in such registration statementRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances then existingunder which they were made, not misleading, and at the request of any such seller prepare and furnish to such seller the Shareholders, deliver 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 Registrable Stockdelivered, 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 therein, in the light of the circumstances then existingunder which they were made, not misleading; (hv) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) Otherwise use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other all applicable rules and regulations of the Commission, SEC; and (vi) Execute and make available to its securities holders, as soon as reasonably practicable, deliver all instruments and documents (including in an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(aunderwritten offering an underwriting agreement in customary form) and 4(b) take such other actions and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, obtain such certificates and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions opinions as are customary in underwritten public offerings. Any Shareholder will, upon the securities business for such an arrangement between such underwriter and companies receipt of any notice from the Corporation of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit occurrence of an event of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stockkind described in Section 3.C(iv), (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the immediately discontinue disposition of the Registrable Securities disposed of by such seller of Registrable Stock Shares pursuant to the Registration Statement covering such registrationRegistrable Shares until the Shareholders receive copies of a supplemental or amended prospectus from the Corporation.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 4, 5 or 3 6 to use its reasonable best efforts to effect the registration of any shares of Registrable Restricted Stock under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement (which, in the case of an underwritten public offering pursuant to Section 4, shall be on Form S-l or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such securities and use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law); (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 the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Restricted Stock covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Restricted Stock and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Restricted Stock covered by such registration statement; (d) use its reasonable best efforts to register or qualify the Registrable Restricted Stock covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Restricted Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction or become subject to tax in any such jurisdiction; (e) use its reasonable best efforts to list the Registrable Restricted Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listedlisted (or, if the Common Stock is not yet listed or quoted, then on such exchange or quotation system as the holders holding two-thirds (66-2/3%) of the Restricted Stock and the Company determine); (f) provide a transfer agent and registrar for all such Registrable Stock Restricted Stock, not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Restricted Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable Restricted Stock, use its best efforts to furnish on the date that Registrable Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be containing customary opinions requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five (5) business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts make available for inspection by each seller of Restricted Stock, any underwriter participating in any distribution pursuant to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled any attorney, accountant or other agent retained by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Actseller or underwriter, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss cause the business of the Company with its 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. The rights granted pursuant to this subsection (i) may not be assigned or otherwise conveyed by such person or by any subsequent transferee of any such rights without the written consent of the Company, which consent shall not be unreasonably withheld; provided that the Company may refuse such written consent if the proposed transferee is a competitor of the Company as determined by the Company’s Board of Directors; and provided further, that no such written consent shall be required if the transfer is made to a party who is not a competitor of the Company and who is a parent, subsidiary, Affiliate, partner or group member of such Person; (j) advise each selling holder of Restricted Stock, 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 or the initiation or threatening of any proceeding for such purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (k) cooperate with the selling holders of Restricted Stock and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, managing underwriters, counsel or accountantsif any, to conduct a reasonable investigation within facilitate the meaning timely preparation and delivery of certificates representing Restricted Stock to be sold, such certificates to be in such denominations and registered in such names as such holders or the Securities Actmanaging underwriters may request at least two (2) business days prior to any sale of Restricted Stock; and (kl) otherwise comply with permit any holder of Restricted Stock which holder, in the Securities Actsole and exclusive judgment, the Exchange Act and any other applicable rules and regulations exercised in good faith, of such holder, might be deemed to be a controlling person of the CommissionCompany, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering participate in good faith in the period of at least 12 months after the effective date preparation of such registration statementor comparable statement and to require the insertion therein of material, furnished to the Company in writing, which earning statement shall satisfy Section 11(a) in the reasonable judgment of such holder and its counsel should be included, subject to review by the Securities Act Company and any applicable regulations thereunder, including Rule 158its counsel after consultation with such holder. For purposes of Sections 4(aSection 7(a) and 4(b7(b) and of Section 2(d4(c), the period of distribution of Registrable Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Restricted Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable lawthereof. In connection with each registration hereunder, the sellers of Registrable Restricted Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 4, 5 or 3 6 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 or 3 to use its reasonable best efforts to effect the registration of any shares of Registrable Stock under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities and use reasonable best efforts to cause such registration statement to become and remain effective for the period Period of the distribution Distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law); (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 the period specified in paragraph (a) above Period of Distribution and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such periodPeriod of Distribution; (c) furnish to each seller of Registrable Stock and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statement; (d) use its reasonable best efforts to register or qualify the Registrable Stock covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to list the Registrable Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period “Period of distribution Distribution” of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period Period of distribution Distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock with respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (Ax) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (By) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.

Registration Procedures. If and whenever In the case of each registration effected by the Company is required by the provisions of Sections 2 or 3 pursuant to use its reasonable best efforts to effect the registration of any shares of Registrable Stock under the Securities Actthis Article VII, the Company willshall keep each Holder of Registrable Securities included in such registration advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, as expeditiously as possiblethe Company shall do the following for the benefit of such Holders: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities and use reasonable Use its best efforts to cause keep such registration statement to become and remain effective for the a period of one hundred twenty (120) days or until the Holder or Holders have completed the distribution contemplated thereby (determined as hereinafter provided) or described in the case of a registration requested to be a “shelf”statement relating thereto, for as long as requested to the extent permitted by applicable law; (b) prepare whichever first occurs, and file with the Commission such amendments and supplements to amend or supplement such registration statement and the prospectus used in connection therewith as may be contained therein from time to time to the extent necessary to keep such registration statement effective for the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such periodand applicable state securities laws; (cb) furnish to each seller of Registrable Stock and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statement; (d) use Use its reasonable best efforts to register or qualify the Registrable Stock Securities covered by such registration statement under the applicable securities or “"blue sky” " laws of such jurisdictions as the sellers of Registrable Stock or, in the case of an underwritten public offering, the managing underwriter selling shareholders may reasonably shall request, ; provided, however, that the Company shall not for any such purpose be required obligated to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not then so qualified or otherwise required to be so qualified or to consent take any action which would subject it to general the service of process in suits other than those arising out of such registration; (c) Furnish such Number of prospectuses and other documents incident thereto as a Holder from time to time may reasonably request; (d) In connection with any underwritten offering pursuant to a registration statement filed pursuant to Section 7.2 hereof, the Company shall enter into any underwriting agreement reasonably necessary to effect the offer and sale of Common Stock, provided such jurisdictionunderwriting agreement contains customary underwriting provisions and is entered into by the Holders and provided further that, if the underwriter so requests, the underwriting agreement shall contain customary indemnification and contribution provisions on the part of the Company; (e) use its reasonable best efforts to list To the Registrable Stock extent then permitted under applicable professional guidelines and standards, obtain a comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters and an opinion from the Company's counsel in customary form and covering such registration statement with any securities exchange on which the Common Stock matters of the Company is then listed;type customarily covered in a public issuance of securities, in each case addressed to the Holders, and provide copies thereof to the Holders; and (f) provide a transfer agent and registrar for all such Registrable Stock not later than Permit the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered counsel to the purchasers of selling shareholders to inspect and copy such Registrable Stock, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as he may reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationrequest.

Registration Procedures. If and whenever (a) When the Company is required by the provisions of Sections 2 or 3 this Agreement to effect the registration of shares of Registrable Securities, the Company shall: (i) prepare and file with the SEC a Registration Statement (advance draft copies of which shall be furnished to the holders of Registrable Securities to be included in such Registration Statement and their respective counsel (and any underwriter, if applicable) as expeditiously as possible prior to the filing thereof with the SEC) with respect to such shares and use its reasonable best efforts to effect the registration of any shares of Registrable Stock under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities and use reasonable best efforts to cause such registration statement Registration Statement to become and remain effective for the period of the distribution contemplated thereby (determined Effective Period as hereinafter provideddescribed in Section 2.1(c) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable lawhereof; (bii) subject to the provisions of Section 2.1(c) hereof, prepare and file with the Commission SEC such amendments and supplements to such registration statement Registration Statement and the prospectus prospectuses used in connection therewith as may be necessary to keep such registration statement Registration Statement effective for and current during the period specified in paragraph (a) above Effective Period and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Stock shares covered by such registration statement in accordance with Registration Statement, including such amendments and supplements as may be necessary to reflect the sellers’ intended method of disposition set forth from time to time of the holder or holders of Registrable Securities who have requested that any of their shares be sold or otherwise disposed of in such connection with the registration statement for such period(collectively, the “Prospective Sellers”) or to correct or update any misstatements or omissions which, if not corrected or updated, would reasonably be expected to cause the Registration Statement or the prospectuses used in connection therewith to fail to comply with applicable disclosure requirements; (ciii) furnish furnish, without charge, to each seller of Registrable Stock Prospective Seller and to each underwriter underwriter, if any, such number of copies of each prospectus, including preliminary prospectuses and amendments and supplements to any prospectus, or any free writing prospectus related thereof, in conformity with the registration statement requirements of the Securities Act, and such other documents as the prospectus included therein (including each preliminary prospectus) as such persons Prospective Seller or underwriter may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered shares owned by such registration statementit; provided that the Company shall have no obligation to provide any document pursuant to this clause that is available on the SEC’s XXXXX system; (div) if applicable, use its reasonable best efforts to register or qualify the Registrable Stock shares covered by such registration statement Registration Statement under the such other securities or “blue sky” sky or other applicable laws of such jurisdictions as each Prospective Seller, or underwriter, if any, shall reasonably request to enable such seller or underwriter to consummate the sellers public sale or other disposition of Registrable Stock orthe shares owned by such seller or underwriter, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, provided that the Company shall not for any such purpose be required in connection therewith or as an election thereto to qualify generally to transact business as do business, subject itself to general taxation in such jurisdiction or file a foreign corporation in any jurisdiction where it is not so qualified or to general consent to general service of process in any such jurisdiction; (ev) use its reasonable best efforts to list the Registrable Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately promptly notify each seller of Registrable Stock Prospective Seller and each underwriter under such registration statementunderwriter, if any, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (x) the happening filing of the Registration Statement or any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required prospectus supplement to be stated therein or necessary to make the statements therein not misleading used in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectusconnection therewith, or any amendment or supplement thereofthereto or any free writing prospectus related thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Actand, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration statement or any post-effective amendment thereto, when the same has become effective; and (y) any written comments from the SEC with respect to any filing referred to in clause (x) and any written request by the SEC for amendments or supplements to the Registration Statement or any prospectus or prospectus supplement thereto or any free writing prospectus related thereto; (vi) the Company shall permit counsel for the Prospective Sellers (and counsel for the underwriter, if any) to review the Registration Statement and all amendments and supplements thereto (as well as all requests for acceleration or effectiveness thereof) a reasonable period of time prior to their use or filing with the SEC, and shall not file any document in a form to which such counsel (or the underwriters, if any) reasonably objects and will not request acceleration of the Registration Statement without prior notice to such counsel; (vii) promptly prior to the filing of any document which is to be incorporated by reference into the Registration Statement or the prospectus after the initial filing of such registration statement (except for any reports filed under the Exchange Act which may be deemed to supplement or amend such documents, so long as such report was not filed solely for such purpose), and prior to the filing or use of any free writing prospectus, provide copies of such document to counsel for the Prospective Sellers and to each underwriter, if any, and make the Company’s representatives reasonably available for discussion of such document and make such changes in such document concerning the Prospective Sellers prior to the filing thereof as counsel for such Prospective Sellers or underwriters or sellers may reasonably may request; (iviii) without limiting any obligation of the Company under the Purchase Agreement, the Company shall use its reasonable best efforts to cooperate with the sellers in the disposition (i) cause all of the Registrable Stock Securities covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives Registration Statement to be listed on each securities exchange on which securities of the same class or series issued by the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwritersthen listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, (ii) secure designation and their respective counsel and accountantsquotation of all of the Registrable Securities covered by each Registration Statement on the OTC Bulletin Board, or (iii) if, despite the Company’s reasonable best efforts to satisfy the preceding clauses (i) or (ii) the Company is unsuccessful in satisfying the preceding clauses (i) or (ii), without limiting the generality of the foregoing, to use its reasonable best efforts to arrange for at least two market makers to register with the Financial Industry Regulatory Authority (“FINRA”) as such with respect to such Registrable Securities. In addition, the opportunity to review and comment on such registration statement, Company shall cooperate with each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto Prospective Seller and any related broker or dealer through which any such Prospective Seller proposes to sell its Registrable Securities in effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by such Investor. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 2.2(a)(viii); (ix) provide a transfer agent and registrar for all such Registrable Securities not later than the Effective Date of such Registration Statement; (x) enter into such customary agreements (including, if applicable, an underwriting agreement agreement) and take such other actions as the as the holders of a majority of the Registrable Securities being sold or the underwriters shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by any Prospective Seller who, in the reasonable judgment of the Company upon the advice of counsel, might be deemed to be an underwriter or controlling person of the Company, and, if applicable, any underwriter, and any attorney, accountant or other document to be filedagent retained by any such party, and give each of the aforementioned persons such access to its books and records, including all reasonable financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss cause the business of the Company with its Company’s officers, directors and directors, employees and the independent public accountants who have certified its the Company’s financial statements as shall be necessaryincluded in the Registration Statement to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with the preparation of such Registration Statement; (xii) permit any Prospective Seller who, in the opinion reasonable judgment of the Company upon advice of counsel, might be deemed to be an underwriter or controlling person of the Company, to participate in the preparation of such holdersRegistration Statement, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning such due diligence that they would normally conduct in connection with an offering of the Securities Act; and (k) otherwise comply with securities under the Securities Act, including without limitation, receipt of customary opinions and comfort letters; (xiii) cooperate with the Prospective Sellers of Registrable Securities and the underwriter, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold, which certificates shall be free and clear, to the extent permitted by the Purchase Agreement and under applicable law, of all restrictive legends, and use its reasonable best efforts to cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement at least two (2) Business Days prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the Prospective Sellers of Registrable Securities at least two (2) Business Days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof; (xiv) take no direct or indirect action prohibited by Regulation M under the Exchange Act Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will take such reasonable actions as may be necessary or desirable to make any such prohibition inapplicable; (xv) provide written notice to each Prospective Seller and each underwriter as soon as the Company becomes aware of any other misstatements or omissions which, if not corrected or updated, would reasonably be expected to cause the Registration Statement or the prospectuses used in connection therewith to fail to comply with applicable disclosure requirements (including, without limitation, the occurrence of any event or passage of time that makes the financial statements included in the Registration Statement ineligible for inclusion therein), and promptly file with the SEC such amendments or supplements to such information as may be necessary so that the statements as so amended will not, in light of the circumstances, be misleading; (xvi) in the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the registration or qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction where such shares had previously been registered or qualified upon the request of a Prospective Seller or any underwriter, use its reasonable best efforts to promptly obtain the withdrawal of such order; (xvii) comply (and continue to comply) with all applicable rules and regulations of the CommissionSEC (including, without limitation, maintaining disclosure controls and make available to its securities holders, procedures (as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities defined in Exchange Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a13a-15(e)) and 4(binternal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) and in accordance with the Exchange Act); and (xviii) take all other commercially reasonable actions necessary to facilitate disposition by each Investor of Section 2(d), its Registrable Securities pursuant to the period of distribution Registration Statement. (b) Each Prospective Seller of Registrable Stock in a firm commitment underwritten public offering Securities shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves as the Company may reasonably require from the Prospective Seller for inclusion in the Registration Statement (and the proposed distribution by them as reasonably shall be necessary prospectus included therein) in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement accordance with the managing underwriter selected provisions of Section 2.4 hereof. If any such registration statement or comparable statement under state “blue sky” laws refers to any Prospective Seller by name or otherwise as the holder of any securities of the Company, then such Prospective Seller shall have the right to require (i) the insertion therein of language, in the manner herein provided in such form and containing substance reasonably satisfactory to such provisions Prospective Seller and the Company, to the effect that the holding by such Prospective Seller of such securities is not to be construed as are customary in a recommendation by such Prospective Seller of the securities business for such an arrangement between such underwriter and companies investment quality of the Company’s size securities covered thereby and investment stature; providedthat such holding does not imply that such Prospective Seller will assist in meeting any future financial requirements of the Company, howeveror (ii) in the event that such reference to such Prospective Seller by name or otherwise is not in the judgment of the Company, that as advised by counsel, required by the Securities Act or any similar federal statute or any state “blue sky” or securities law then in force, the deletion of the reference to such Prospective Seller. (c) The Prospective Sellers shall not effect sales of the shares covered by the Registration Statement (i) prior to the representations and warranties bywithdrawal of any stop order suspending the effectiveness of the Registration Statement, and or of any order suspending or preventing the use of any related prospectus or suspending the registration or qualification of any Registrable Securities included in the Registration Statement for sale in any jurisdiction where such shares had previously been registered or qualified or (ii) after receipt of facsimile or other agreements on written notice from the part of, Company instructing such Prospective Sellers to suspend sales to permit the Company to correct or update the Registration Statement or prospectus until such Prospective Seller receives copies of a supplemented or amended prospectus that corrects the misstatement(s) or omission(s) referred to above and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be receives notice that any required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, post-effective amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationhas become effective.

Registration Procedures. (a) If and whenever the Company is required by the provisions of Sections Section 2 or 3 of this Agreement to use its commercially reasonable best efforts to effect the registration of any shares of Registrable Stock Shares under the Securities Act, the Company will, as expeditiously as possible: (ai) prepare Prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities including executing an undertaking to file post-effective amendments and use its commercially reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable lawthereby; (bii) prepare 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 the period specified in paragraph (a) above herein and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock Shares covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period; (ciii) furnish Furnish to each seller of Registrable Stock Shares and to each underwriter such number of copies of the registration statement and each such amendment and supplement thereto (in each case including all exhibits) and the prospectus included therein (including each preliminary prospectus) as such persons Persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock Shares covered by such registration statement; (div) use Use its commercially reasonable best efforts to register or qualify the Registrable Stock Shares covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Stock Shares or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, provided that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction, unless the Company is already subject to service in such jurisdiction; (ev) use Use its commercially reasonable best efforts to list the Registrable Stock Shares covered by such registration statement with any securities exchange or quotation system on which the Common Stock of the Company is then listed; (fvi) provide a transfer agent Use its commercially reasonable efforts to comply with all applicable rules and registrar for all such Registrable Stock not later than regulations under the effective date of such registration statementSecurities Act and Exchange Act; (gvii) immediately Immediately notify each seller of Registrable Stock Shares and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller promptly prepare and furnish to such seller a reasonable number of copies of a supplement to prospectus supplemented or an amendment of such prospectus as may be necessary amended so that, as thereafter delivered to the purchasers of such Registrable StockShares, 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 then existing; (hviii) if If the offering is underwritten and at the request of any seller of Registrable StockShares, furnish on the date that Registrable Stock is Shares are delivered to the underwriters for sale pursuant to such registration: registration (i) an opinion opinion, in customary form and dated such the effective date of the registration statement, of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects effect as reasonably may be requested by counsel for the underwriters or by and copies of such seller or its counsel, opinion addressed to the sellers of Registrable Shares and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, Act and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (iix) use its Upon reasonable best efforts notice and at reasonable times during normal business hours, make available for inspection by each seller of Registrable Shares, any underwriter participating in any distribution pursuant to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled any attorney, accountant or other agent retained by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Actseller or underwriter, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such reasonable access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, as such parties may reasonably request, and such opportunities to discuss cause the business of the Company with its 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; (x) Cooperate with the selling holders of Registrable Shares and the independent public accountants who have certified its financial statements as shall be necessarymanaging underwriter, in the opinion of such holders, underwriters, counsel or accountantsif any, to conduct a reasonable investigation within facilitate the meaning timely preparation and delivery of certificates representing Registrable Shares to be sold, such certificates to be in such denominations and registered in such names as such holders or the Securities Actmanaging underwriter may request at least two business days prior to any sale of Registrable Shares; and (kxi) otherwise comply with Permit any holder of Registrable Shares which holder, in the Securities Actsole and exclusive judgment, the Exchange Act and any other applicable rules and regulations exercised in good faith, of such holder, might be deemed to be a controlling Person of the CommissionCompany, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering participate in good faith in the period of at least 12 months after the effective date preparation of such registration statementor comparable statement and to require the insertion therein of material, furnished to the Company in writing, which earning statement shall satisfy Section 11(ain the reasonable judgment of such holder and its counsel should be included. (b) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d)this Agreement, the period of distribution of Registrable Stock Shares in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock Shares in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock Shares covered thereby and 120 or 180 days after the effective date thereof or thereof, provided, however, in the case of any registration of Registrable Shares on Form S-3 or a registration requested comparable or successor form which are intended to be offered on a “shelf”continuous or delayed basis, for as long as requested such 180 day-period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Shares are sold, provided that Rule 415, or any successor or similar rule promulgated under the Securities Act, permits the offering to be conducted on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment, permit, in lieu of filing a post-effective amendment which (y) includes any prospectus required by Section 10(a)(3) of the Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement. (c) Whenever under the preceding Sections of this Agreement the holders of Registrable Shares are registering such shares pursuant to any registration statement, each such holder agrees to (i) timely provide in writing to the extent permitted by applicable law. In connection with each registration hereunderCompany, the sellers of Registrable Stock will furnish to at its request, such information and materials as the Company in writing such information with respect to themselves and the proposed distribution by them as may reasonably shall be necessary request in order to assure effect the registration of such Registrable Shares in compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and provide the Company shall ensure that no underwriter requires any seller with appropriate representations with respect to make, any representations and warranties to or agreements with any underwriter in a registration effected the accuracy of such information provided by such Sellers pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, subsection (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationi).

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 Section 11.1(i), 11.1(ii), or 3 to use its reasonable best efforts (iv) to effect the registration of any shares of Registrable Stock Securities under the Securities 1933 Act, the Company will, as expeditiously as possible: (a) subject to the timelines provided in this Agreement, prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement required by Section 11, with respect to such securities and use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter herein provided) or in the case of a registration requested to be a “shelf”), for as long as requested and promptly provide to the extent permitted by applicable lawholders of Registrable Securities copies of all filings and Commission letters of comment; (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 until such registration statement has been effective for the a period specified in paragraph of two (a2) above years, and comply with the provisions of the Securities 1933 Act with respect to the disposition of all of the Registrable Stock Securities covered by such registration statement in accordance with the sellers’ Sellers' intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Stock and to each underwriter the Sellers, at the Company's expense, such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other their disposition of the Registrable Stock securities covered by such registration statement; (d) use its reasonable best efforts to register or qualify the Sellers' Registrable Stock Securities covered by such registration statement under the securities or “"blue sky” " laws of such jurisdictions as the sellers of Registrable Stock or, Sellers shall request in the case of an underwritten public offering, the managing underwriter reasonably shall requestwriting, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to if applicable, list the Registrable Stock Securities covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statement, at any time the Sellers when a prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (g) provided same would not be in violation of the provision of Regulation FD under the 1934 Act, make available for inspection by the Sellers, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to attorney, accountant or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants agent retained by the CompanySeller or underwriter, addressed to the underwriters and to such sellerall publicly available, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all non-confidential financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss cause the business of the Company with its Company's officers, directors and employees and to supply all publicly available, non-confidential information reasonably requested by the independent public accountants who have certified its financial statements as shall be necessaryseller, attorney, accountant or agent in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply connection with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.

Registration Procedures. If and whenever the Company is required by ----------------------- the provisions of Sections 2 or 3 this Agreement to use its reasonable best efforts to effect the registration of any shares of the Registrable Stock Shares under the Securities Act, the Company will, as expeditiously as possibleshall: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file File with the Commission a registration statement Registration Statement with respect to such securities Registrable Shares and use its reasonable best efforts to cause such registration statement that Registration Statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable laweffective; (b) As expeditiously as possible prepare and file with the Commission such any amendments and supplements to such registration statement the Registration Statement and the prospectus used included in connection therewith the Registration Statement as may be necessary to keep such registration statement the Registration Statement effective for the period specified in paragraph (a) above and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Stock Shares covered by such registration statement Registration Statement, in accordance with the sellers’ intended method case of disposition set forth a firm commitment underwritten public offering, until each underwriter has completed the distribution of all securities purchased by it and, in such registration statement for such periodthe case of any other offering, until the earlier of the sale of all Registrable Shares covered thereby or one hundred eighty (180) days after the effective date thereof; (c) As expeditiously as possible furnish to each seller of Registrable Stock and to each underwriter selling Investor(s) such number reasonable numbers of copies of the registration statement and the prospectus included therein (prospectus, including each a preliminary prospectus) , in conformity with the requirements of the Securities Act, and such other documents as such persons the selling Investor may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered Shares owned by such registration statementthe selling Investor(s); (d) As expeditiously as possible use its reasonable best efforts to register or qualify the Registrable Stock Shares covered by such registration statement the Registration Statement under the securities or “blue sky” Blue Sky laws of such jurisdictions states as the sellers of Registrable Stock or, in the case of an underwritten public offering, the managing underwriter selling Investor(s) shall reasonably shall request, and do any and all other acts and things that may be necessary or desirable to enable the selling Investor(s) to consummate the public sale or other disposition in such states of the Registrable Shares owned by the selling Investor(s); provided, however, that the Company shall not for any such purpose be -------- ------- required in connection with this paragraph (d) to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to execute a general consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to list the Notify each holder of Registrable Stock Shares covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statement, Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of Act or the happening of any event as a result of which the prospectus contained included in such registration statementRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (hf) if the offering is underwritten and at the request of any seller of Cause all such Registrable Stock, furnish Shares registered hereunder to be listed on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing each securities exchange on which similar securities issued by the Company are then listed; and (g) Provide a transfer agent and registrar for all Registrable Shares registered hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the purposes effective date of such registration, addressed . If the Company has delivered preliminary or final prospectuses to the underwriters selling Investor(s) and after having done so the prospectus is amended to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as Act, the Company shall promptly notify the selling Investor(s) and, if requested, the selling Investor(s) shall immediately cease making offers of Registrable Shares and return all prospectuses to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company. The Company shall promptly provide each selling Investor(s) with revised prospectuses and, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning following receipt of the Securities Act and that, in the opinion of such accountantsrevised prospectuses, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as selling holder shall be free to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition resume making offers of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationShares.

Registration Procedures. If and whenever the Company is required by under an ----------------------- obligation pursuant to the provisions of Sections 2 or 3 this Exhibit C to use its reasonable best efforts to effect the registration of any shares of Registrable Stock under the Eligible Securities Act, the Company willshall, as expeditiously as possiblepracticable: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Securities and Exchange Commission a registration statement with respect to such securities Eligible Securities and use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable laweffective; (b) prepare and file with the Securities and Exchange 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 under the Securities Act until the earlier of such time as all securities covered thereby have been sold or one hundred and eighty (180) days after such registration statement becomes effective, as such period specified in paragraph (a) above may be extended pursuant to Section 1.5, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Stock Eligible Securities covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Stock and to each underwriter selling stockholder such number numbers of copies of the registration statement and the each prospectus included therein (including each preliminary prospectus) in conformity with the requirements of the Securities Act, and such other documents as such persons seller may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statementEligible Securities; (d) use its reasonable best efforts to register or qualify the Registrable Stock Eligible Securities covered by such registration statement under the securities or “blue sky” sky laws of such jurisdictions as the sellers of Registrable Stock ormanaging underwriter, in the case of an underwritten public offeringif any, or if there is no managing underwriter, the managing underwriter reasonably Holders of at least 25% of the Eligible Securities, shall request, provided, however, (provided that the Company shall not for any such purpose be required to qualify generally consent to transact business as a foreign corporation general service of process for all purposes in any jurisdiction where it is not so qualified then qualified) and do any and all other acts or things which may be reasonably necessary or advisable to consent enable such seller to general service consummate the public sale or other disposition in such jurisdictions of process in any such jurisdictionEligible Securities; (e) use its reasonable best efforts to list the Registrable Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under the Eligible 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 1.4, of the happening of any event as a result of which the prospectus contained included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable StockEligible 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 then existing;; and (hf) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is such Eligible Securities are delivered to the underwriters for sale pursuant to such registration: registration or, if such Eligible Securities are not being sold through underwriters, on the date that the registration statement with respect to such Eligible Securities becomes effective, (i) an opinion opinion, dated such date date, of the independent counsel representing the Company for the purposes of such registration, addressed to the underwriters underwriters, if any, and at the request of any Holder or Holders of Eligible Securities requesting registration pursuant to this Exhibit C, to the Holder or Holders making such sellerrequest, stating that such registration statement has become effective under the Securities Act and that (Ai) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and and, to the best knowledge of such counsel, no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, ; (B2) the registration statement, the related prospectus prospectus, and each amendment or supplement thereof thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Securities and Exchange Commission thereunder (except that such counsel need not express any no opinion as to financial statements or financial or statistical data contained therein); (3) and such counsel has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading (C) except that such counsel need express no opinion as to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of contained therein); (4) the Company included description in the registration statement or the prospectus, or any amendment or supplement thereofthereto, comply of all legal and governmental matters and all contracts and other legal documents or instruments are accurate and fairly present the information required to be shown; (5) such counsel does not know of any legal or governmental proceedings, pending or contemplated, required to be described in the registration statement or prospectus, or any amendment or supplement thereto, which are not described as required, nor of any contracts or documents or instruments of a character required to form be described in all material respects with the applicable accounting requirements of registration statement or prospectus, or any amendment or supplement thereto, or to be filed as exhibits to the Securities Actregistration statement which are not described and filed as required, and such letter shall additionally cover (6) such other financial legal matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as the underwriters, if any, and any such underwriters Holder or sellers Holders requesting such opinion may reasonably may request; ; and (iii) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of a comfort letter, dated such date, from the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties independent certified public accountants of the Company, and such opportunities addressed to discuss the business of the Company with its officers, directors and employees underwriters and the independent public accountants who have certified its financial statements as shall be necessary, Company's Board of Directors in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationform.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 or Section 3 to use its reasonable best efforts to effect the registration of any shares of Registrable Restricted Stock under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities and use reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law; (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 the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such periodSection 3 above; (cb) furnish to each seller of Registrable Restricted Stock and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Restricted Stock covered by such registration statement; (dc) use its reasonable best efforts to register or qualify the Registrable Restricted Stock covered by such registration statement under the securities or “"blue sky” " laws of such jurisdictions as the sellers of Registrable Restricted Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent take any action which would subject it to general the service of process in suits other than those arising out of the offer or sale of the securities covered by the registration statement in any such jurisdictionjurisdiction where it is not then so subject; (ed) use its reasonable best efforts to list the Registrable Restricted Stock (but not including the Rights) covered by such registration statement with any securities exchange subject to quotation on which the Common Stock of the Company is then listed;Nasdaq National Market; and (fe) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statementRestricted Stock, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each the registration of Restricted Stock hereunder, the sellers of Registrable Restricted Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 or 3 to use its reasonable best efforts to effect the registration of any shares of Registrable Stock under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 30 days after the request for registration has been delivered to the Companycompany, file with the Commission a registration statement with respect to such securities and use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law; (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 the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Stock and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statement; (d) use its reasonable best efforts to register or qualify the Registrable Stock covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to list the Registrable Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable Stock, use its best efforts to furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise use its best efforts to comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, and (ii) no seller shall be required to make, and the Company shall use its best efforts to ensure that no underwriter requires any seller to make, any representations and warranties warranties, to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 Section 3 or 3 4 hereof to use its reasonable best efforts to effect the registration of any shares of Registrable the Restricted Stock under the Securities Act, the Company will, as expeditiously as possible: (a) prepare (and promptly, afford one counsel for the selling holders reasonable opportunity to review and in any event within 45 days after the request for registration has been delivered to the Company, comment thereon) and file with the Commission a registration statement (which, in the case of an underwritten public offering pursuant to Section 3 hereof, shall be on Form S-1 or another form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such securities and use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law); (b) prepare (and afford one counsel for the selling holders reasonable opportunity to review and comment thereon) 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 the period specified in paragraph (a) above and as comply with the provisions of the Securities Act with respect to the disposition of all Registrable Restricted Stock covered by such registration statement in accordance with the sellers’ ' intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Stock and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Restricted Stock covered by such registration statement; (d) use its reasonable best efforts to register or qualify the Registrable Restricted Stock covered by such registration statement under the securities or “blue sky” sky laws of such jurisdictions as the sellers of Registrable Restricted Stock or, in the case of an underwritten public offering, the managing underwriter underwriter, shall reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to list the Registrable Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statementstatement and each underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (hf) use its best efforts (if the offering is underwritten and underwritten) to furnish, at the request of any seller of Registrable Stockseller, furnish on the date that Registrable Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus prospectus, and each amendment or supplement thereof thereof, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need not express any no opinion as to financial statements or statements, the notes thereto, and the financial or schedules and other financial and statistical data contained therein) and (C) to such other effects as may reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such sellerunderwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such registration letter is being given as such underwriters or sellers seller may reasonably may request;; and (ig) use its reasonable best efforts make available for inspection by each seller, any underwriter participating in any distribution pursuant to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled any attorney, accountant or other agent retained by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Actseller or underwriter, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss cause the business of the Company with its 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 and the independent public accountants who have certified its financial statements as shall be necessarypermit such seller, attorney, accountant or agent to participate in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date preparation of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(aparagraphs (a) and 4(b(b) above and of Section 2(d)3(c) hereof, the period of distribution of Registrable Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Restricted Stock covered thereby and 120 days or six months after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable lawthereof. In connection with each registration hereunder, the sellers selling holders of Registrable Restricted Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be reasonably necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 and 4 hereof covering an underwritten public offering, the Company and each seller agree agrees to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.the

Registration Procedures. If and whenever (a) In case of the Company is required Registration Statement effected by the provisions of Sections 2 or 3 Issuer subject to use its reasonable best efforts to effect the registration of any shares of Registrable Stock under the Securities Actthis Article 6, the Company willIssuer shall keep the Investor, on behalf of each Holder, advised in writing as expeditiously to the initiation of such registration, and as possibleto the completion thereof. In addition, subject to Section 6.2 above, the Issuer shall, to the extent applicable to the Registration Statement: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities and use reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law; (bi) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith Registration Statement as may be necessary to keep such registration statement registration, effective for the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by such registration statement thereby during the period referred to in accordance with the sellers’ intended method of disposition set forth in such registration statement for such periodSection 6.2; (cii) update, correct, amend and supplement the Registration Statement as necessary; (iii) notify Holder when the Registration Statement is declared effective by the SEC, and furnish to each seller of Registrable Stock and to each underwriter such number of copies of the registration statement prospectuses, including preliminary prospectuses, and the prospectus included therein (including each preliminary prospectus) other documents incident thereto as such persons Holder may reasonably may request in order from time to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statementtime; (div) use its commercially reasonable best efforts to register or qualify the such Registrable Stock covered by Securities under such registration statement under the other securities or “blue sky” sky laws of such jurisdictions of the United States where an exemption is not available and as Holder may reasonably request to enable it to consummate the sellers disposition in such jurisdiction of the Registrable Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, Securities (provided that the Company shall Issuer will not for any such purpose be required to (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this provision, or to (ii) consent to general service of process in any such jurisdiction, or (iii) subject itself to taxation in any jurisdiction where it is not already subject to taxation); (ev) use its reasonable best efforts to list the Registrable Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statement, Holder at any time when a prospectus relating thereto to the Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained included in such registration statement, as then in effect, includes the Registration Statement contains an untrue statement of a material fact or omits to state a material any fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingmisleading, and at the request of any such seller Holder, the Issuer will prepare and furnish a supplement or amendment to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary prospectus, so that, as thereafter delivered to the purchasers of such Registrable Stockshares, such prospectus shall will not include an contain any untrue statement statements of a material fact or omit to state a material any fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existingunder which they were made, not misleading; (hvi) if cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the offering is underwritten Issuer are then listed and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in obtain all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date necessary approvals from the independent public accountants retained by the CompanyOTC Bulletin Board, addressed to the underwriters and to such sellerif applicable, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may requestfor trading thereon; (ivii) use its reasonable best efforts to cooperate with provide a transfer agent and registrar for all such Registrable Securities not later than the sellers in the disposition effective date of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities ActRegistration Statement; and (kviii) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of upon the sale of all any Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested Securities pursuant to the extent permitted by applicable law. In connection with each registration hereunderRegistration Statement, direct the transfer agent to remove all restrictive legends from all certificates or other instruments evidencing such Registrable Securities. (b) Notwithstanding anything stated or implied to the contrary in Section 6.3(a) above, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably Issuer shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall not be required to make, and the Company shall ensure that no underwriter requires consent to any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition underwritten offering of the Registrable Securities disposed or to any specific underwriter participating in any underwritten public offering of the Registrable Securities. (c) Each Holder agrees that upon receipt of any notice from the Issuer of the happening of any event of the kind described in Section 6.3(a)(v), 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 Section 6.3(a)(v) and, if so directed by the Issuer, will deliver to the Issuer at the Issuer'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. (d) Except as required by law, all expenses incurred by the Issuer in complying with this Article 6, including but not limited to, all registration, qualification and filing fees, printing expenses, fees and disbursements of counsel and accountants for the Issuer, blue sky fees and expenses (including fees and disbursements of counsel related to all blue sky matters) ("Registration Expenses") incurred in connection with any registration, qualification or compliance pursuant to this Article 6 shall be borne by the Issuer. All underwriting discounts and selling commissions applicable to a sale incurred in connection with any registration of Registrable Securities and the legal fees and other expenses of a Holder shall be borne by such seller of Registrable Stock pursuant to such registrationHolder.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 4, 5 or 3 6 to use its reasonable best efforts to effect the registration of any shares of Registrable Restricted Stock under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement (which, in the case of an initial public offering pursuant to Section 4, shall be on Form S-1 or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such securities and use its reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law); (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 the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Restricted Stock and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Restricted Stock covered by such registration statement; (d) use its reasonable best efforts to register or qualify the Registrable Restricted Stock covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Restricted Stock or, in the case of an underwritten public offering, the managing underwriter shall reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to list the Registrable Restricted Stock covered by such registration statement with any securities exchange or national quotation system on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar registrar, as well as a CUSIP number, for all such Registrable Stock Restricted Stock, not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Restricted Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable Restricted Stock, use its best efforts to furnish on the date that Registrable Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion opinion, dated such date date, of 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 and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date date, from the independent public accountants retained by of the Company, addressed to the underwriters and to such seller, stating that they are in a form and substance as is customarily given by independent public accountants within the meaning of the Securities Act and that, to underwriters in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may requestan underwritten public offering; (i) advise each selling holder of Restricted Stock, 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 or the initiation or threatening of any proceeding for such purpose and promptly use its all reasonable best efforts to cooperate with prevent the sellers in the disposition issuance of the Registrable Stock covered by any stop order or to obtain its withdrawal if such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offeringstop order should be issued; (j) in connection cooperate with the preparation selling holders of Restricted Stock and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their managing underwriters, if any, to facilitate the timely preparation and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document delivery of certificates representing Restricted Stock to be filedsold, such certificates to be in such denominations and give each registered in such names as such holders or the managing underwriters may request at least two business days prior to any sale of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities ActRestricted Stock; and (k) otherwise comply with permit any holder of Restricted Stock which holder, in the Securities Actsole and exclusive judgment, the Exchange Act and any other applicable rules and regulations exercised in good faith, of such holder, might be deemed to be a controlling person of the CommissionCompany, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering participate in good faith in the period of at least 12 months after the effective date preparation of such registration statementor comparable statement and to require the insertion therein of material, furnished to the Company in writing, which earning statement shall satisfy Section 11(a) in the reasonable judgment of such holder and its counsel should be included, subject to review by the Securities Act Company and any applicable regulations thereunder, including Rule 158its counsel after consultation with such holder. For purposes of Sections 4(a7(a) and 4(b7(b) and of Section 2(d4(c), the period of distribution of Registrable Restricted Stock in a firm commitment underwritten an initial public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Restricted Stock covered thereby and or 120 days after the effective date thereof or in the case of a registration requested to thereof. It shall be a “shelf”, for as long as requested condition precedent to the extent permitted by applicable law. In connection obligations of the Company to take any action pursuant to Sections 4, 5, 6 or 7 with each registration hereunder, the sellers respect to Restricted Stock of Registrable Stock will any selling holder that such holder furnish to the Company in writing such information with respect to themselves regarding itself, the Restricted Stock held by it, and the proposed method of distribution by them of such securities as reasonably shall be necessary in order to assure compliance comply with all applicable federal and applicable state securities laws. The Company shall have no obligation with respect to any registration required pursuant to Sections 4 or 6 if the number of shares or the anticipated aggregate offering price of the Restricted Stock to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration under Sections 4 or 6, whichever is applicable. In connection with each registration pursuant to Sections 2 4, 5 or 3 6 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company . No Investor shall have any right to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires obtain or seek an injunction restraining or otherwise delaying any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into this Agreement as the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect result of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity controversy that might arise with written information furnished respect to the Company by interpretation or on behalf implementation of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationthis Section 7.

Registration Procedures. (a) If and whenever the Company uBid is required by the provisions of Sections Section 2 or 3 to use its reasonable best efforts to effect the registration Demand Registration of any shares of Registrable Stock under the Securities ActRegisterable Shares, the Company will, as expeditiously as possibleuBid will promptly: (ai) To the extent required by Section 2, prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission SEC a registration statement (which shall be on Form S-3, unless uBid does not qualify for use of Form S-3 in such registration, in which case such registration statement shall be on any other available form selected by uBid) with respect to such securities Registerable Shares and thereafter use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law;promptly. (bii) prepare 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 the period specified in paragraph of ninety (a90) above and days (excluding any days during which the right to sell shares is suspended pursuant to Subsection 4(b) hereof) or such lesser period as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock Registerable Shares covered by such registration statement in accordance with the sellers’ intended method plan of disposition distribution set forth in such registration statement for such periodstatement; (ciii) Comply with Rule 424 under the Act relating to filing of prospectuses and furnish to each seller of Registrable Stock and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock Registerable Shares covered by such registration statement; (div) If the offering is to be underwritten, uBid and the Stockholders shall enter into a written agreement with any managing underwriter selected in the manner herein provided in such form and containing such provisions as are satisfactory to uBid and the Stockholders (such satisfaction not to be withheld unreasonably), and as are customary in the securities business for such an arrangement between such underwriter, such seller and corporations of uBid's size and investment stature and uBid shall take such other actions as the Stockholders shall reasonably request in order to expedite or facilitate the disposition of such Registerable Shares; (v) Furnish, at the request of the Stockholders, on the date that the underwriting agreement is signed and on the date that Registerable Shares are delivered to the underwriters for sale pursuant to such registration: (A) an opinion of counsel representing uBid for the purposes of such registration, dated such dates, respectively, addressed to the underwriters and to the Stockholders, stating that such registration statement has become effective under the Act and that (I) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act, and (II) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Act (except that such counsel need not express any opinion as to the financial statements or any other financial statements, notes thereto and related schedules and other financial and statistical data contained or incorporated by reference therein, and (III) to such other effects as reasonably may be requested by counsel for the underwriters or by either of the Stockholders or their respective counsel, and (B) a "comfort letter" in customary form dated such dates from the independent public accountants retained by uBid, addressed to the underwriters and to the Stockholders, stating that they are independent public accountants within the meaning of the Act and that, in the opinion of such accountants, the financial statements of uBid included or incorporated by reference in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Act, and such letter shall additionally cover such other financial matters as are customary to cover in such a letter (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration statement in respect of which such letter is being given as such underwriters reasonably may request; (vi) Upon receipt of such confidentiality agreements as uBid may reasonably request, make available for inspection by the Stockholders, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by either of the Stockholders or underwriter, all financial and other records, pertinent corporate documents and properties of uBid, and cause uBid officers, directors and employees to supply all information reasonably requested by either of the Stockholders, underwriter, attorney, accountant or agent in connection with such registration statement, in each case in order to confirm disclosures contained in the registration statement or incorporated therein by reference; (vii) Give the Stockholders two (2) days' advance notice of its anticipated filing date of the registration statement and amendments thereto; (viii) Use its best efforts to cause the Registerable Shares covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Stockholders thereof to consummate the disposition of such Registerable Shares; (ix) Comply with all applicable rules and regulations of the SEC, and make generally available to its security holders, as soon as reasonably practicable no later than the date the Form 10-Q or Form 10-K, as the case may be, covering the fourth fiscal quarter of uBid commencing after the effective date of the registration statement, is required to be filed with the SEC, an earnings statement covering the period of at least twelve (12) consecutive months beginning with the first day of uBid's first calendar quarter commencing after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Act and Rule 158 thereunder; (x) Provide a transfer agent and registrar, which may be the same entity as the transfer agent, for all the Registerable Shares covered by such registration statement not later than the effective date of such registration statement; (xi) Permit any Stockholder who, in the sole judgment of such Stockholder, exercised in good faith, might be deemed to be a controlling person of uBid, to participate through counsel reasonably acceptable to uBid in the preparation of such registration statement and, if specifically requested by such counsel, in discussions between uBid and the SEC or its staff with respect to such registration statement, and to include in such registration statement material, furnished to uBid in writing, which in the written opinion of such counsel is necessary to include in order to avoid potential liability for such Stockholder; (xii) Use its best efforts to cause all such Registerable Shares covered by such registration statement to be listed or quoted on the principal securities exchange (including NASDAQ) on which similar securities issued by uBid are then listed or quoted, if the listing or quoting of such Registerable Shares is then permitted under the rules of such exchange; (xiii) If there is a stop order relating to or suspension of the effectiveness of the registration statement, use its reasonable best efforts to have the stop order or suspension of effectiveness withdrawn as promptly as practicable; (xiv) Use its best efforts to comply with all applicable rules and regulations of the SEC, and make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Act, no later than forty-five (45) days after the end of any twelve-month period (or ninety (90) days, if such period is a fiscal year) (A) commencing at the end of any fiscal quarter in which the Registerable Shares are sold to underwriters in a firm or best efforts underwritten offering, or (B) if not sold to underwriters in such an offering, beginning with the first month of the first fiscal quarter of uBid commencing after the effective date of the registration statement, which statements shall cover such twelve-month period; and (xv) Use its best efforts to register or qualify the Registrable Stock Registerable Shares covered by such registration statement under the securities or “blue sky” sky laws of such jurisdictions as the sellers of Registrable Stock or, in the case of an underwritten public offering, Registerable Shares or the managing underwriter reasonably shall request, ; provided, however, that the Company uBid shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process or taxation in any such jurisdiction;. (eb) use its reasonable best Notwithstanding the foregoing, uBid may delay filing a registration statement otherwise required to be filed pursuant to this Agreement, and may withhold efforts to list cause a registration statement covering Registerable Shares to become effective for a period of up to ninety (90) days, if uBid determines in good faith that such registration statement might (1) interfere with or affect the Registrable Stock negotiation or completion of any transaction that is being contemplated by uBid (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (2) involve initial or continuing disclosure obligations that might not be in the best interest of uBid's stockholders. If, after a registration statement becomes effective, uBid notifies the holders of Registerable Shares covered by such registration statement with any securities exchange on which that uBid considers it appropriate for the Common Stock of registration statement to be amended or supplemented, the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date holders of such Registerable Shares shall suspend any further sales of their Registerable Shares until uBid advises them that the registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under statement has been amended or supplemented. uBid may give such registration statement, advice if there exists at any time when a prospectus material non-public information relating thereto is required to uBid that, in the reasonable opinion of uBid's Board of Directors, would be delivered under prejudicial to uBid or its stockholders to disclosed at that time. uBid agrees with the Securities Act, of Stockholders that it will use its best efforts to amend or supplement the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light permit sales of the circumstances then existing, and at Registerable Shares covered thereby to resume within ninety (90) days as promptly as is practicable after it has given the request of any such seller prepare and furnish notice referred to such seller a reasonable in the preceding sentence. The ninety (90)-day time period referred to in Subsection 4(a)(ii) hereof during which the registration statement must be kept current after its effective date shall be extended for an additional number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered Business Days equal to the purchasers number of such Registrable StockBusiness Days during which the rights to sell shares was suspended pursuant to the preceding sentence, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact but in no event will uBid be required to be stated therein or necessary to make update the statements therein not misleading in the light of the circumstances then existing; (h) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on registration statement after the date that Registrable Stock is delivered its obligation to the underwriters for sale register Registerable Shares terminates pursuant to such registration: Section 8 hereof. (ic) an opinion dated such date The provisions of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities ActSubsections 4(a)(iii), (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained thereiniv) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(avii) and 4(b) and of Section 2(d(except that uBid will have no obligation to amend or supplement the registration statement), the period of distribution of Registrable Stock in a firm commitment underwritten public offering and 4(d) hereof shall be deemed also apply to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed Piggyback Registrations pursuant to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. Section 3 hereof. (d) In connection with each registration hereunder, the sellers of Registrable Stock each Stockholder will (i) furnish promptly to the Company uBid in writing such information with respect to themselves and the proposed distribution by them each Stockholder as reasonably shall be necessary requested by uBid in order to assure compliance with federal and applicable state securities laws. In connection , and (ii) comply with all applicable rules promulgated by the SEC or any securities exchange (including NASDAQ). (e) Before filing a registration statement covering Registerable Shares, a prospectus constituting a part thereof or amendments or supplements thereto, furnish to counsel for each of the Stockholders included in such registration pursuant statement copies of all such documents proposed to Sections 2 or 3 covering an underwritten public offeringbe filed, all of which shall be subject to the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected approval of such counsel in the manner herein provided in exercise of such form and containing counsels' reasonable judgment. (f) If any registration statement covering Registerable Shares refers to any Stockholder by name or otherwise as the holder of any securities of uBid, then such provisions as are customary in Stockholder shall have the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that right to require (i) the representations insertion therein of language, in form and warranties bysubstance satisfactory to uBid (such satisfaction not to be withheld unreasonably), and to the other agreements on the part of, the Company effect that such Stockholder's holding of Shares is not to and for the benefit be construed as a recommendation by such Stockholder of the underwriters shall also be made to investment quality of the Shares covered thereby and for the benefit that such holding does not imply that such Stockholder will assist in meeting any future financial requirements of such sellers of Registrable StockuBid, or (ii) no seller shall be required to make, and in the Company shall ensure event that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating such reference to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution Stockholder by name or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall otherwise is not in the judgment of uBid, as advised by counsel, required by the Act or any event exceed an amount equal to similar federal statute or any state "blue sky" or securities law then in force, the net proceeds deletion of the reference to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationStockholder.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 or 3 to use (a) In connection with its reasonable best efforts to effect the registration of any shares of Registrable Stock obligations under the Securities Actthis Article II, the Company will, as expeditiously as possible: (ai) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities and use reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law; (b) promptly prepare and file with the Commission 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 for the period specified in paragraph (a) above and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by such registration statement Registration Statement until such time as all of such securities have been disposed of in accordance with the sellers’ intended method methods of disposition by the seller or sellers thereof set forth in such registration statement for such periodRegistration Statement; (cii) furnish to each seller Selling Holder such number of Registrable Stock conformed copies of such Registration Statement and to of each underwriter such amendment and supplement thereto (in each case including without limitation all exhibits), such number of copies of the registration statement and the prospectus included therein 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 persons seller may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statementrequest; (diii) if applicable, use its commercially reasonable best efforts to register or qualify the all Registrable Stock Securities and other securities covered by such registration statement Registration Statement under the such other securities or “blue sky” sky laws of such jurisdictions as the sellers of Registrable Stock or, in the case of an underwritten public offering, the managing underwriter each seller thereof shall reasonably shall request, providedto keep such registration or qualification in effect for so long as such Registration Statement remains in effect, howeverand to take any other action which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the securities owned by such seller, except that the Company shall not for any such purpose be required to qualify generally to transact do business as a foreign corporation in any jurisdiction where wherein it is would not but for the requirements of this clause (iii) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (eiv) in connection with an Underwritten Offering, use its all commercially reasonable best efforts to list provide to each Selling Holder a copy of any auditor “comfort” letters and customary legal opinions, in each case that have been provided to the Registrable Stock covered by such registration statement Managing Underwriter in connection with any securities exchange on which the Common Stock of the Company is then listedUnderwritten Offering; (fv) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately promptly notify each seller of Registrable Stock and each underwriter under such registration statementSelling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of upon discovery that, or upon the happening of any event as a result of which which, the prospectus contained included in such registration statementRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingunder which they were made, and at the request of any such seller promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stocksecurities, 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 then existingunder which they were made; (hvi) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) otherwise use its commercially reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other all applicable rules and regulations of the Commission, and make available to its securities security holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration earnings statement, which earning earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by itAct, and shall furnish to each such seller at least the period Business Day prior to the filing thereof a copy of distribution of Registrable Stock in any other registration shall amendment or supplement to such Registration Statement or prospectus; (vii) provide and cause to be deemed to extend until the earlier of the sale of maintained a transfer agent and registrar for all Registrable Stock Securities covered thereby by such Registration Statement from and 120 days after a date not later than the effective date thereof or in the case of a registration requested such Registration Statement; (viii) cause all Registrable Securities covered by such Registration Statement to be a “shelf”listed on any securities exchange on which the Class A Common Stock is then listed; and (ix) enter into such customary agreements and take such other actions as the Holder or Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities. (b) Each Holder 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 Section 2.06(a)(v), for as long as requested such Holder will forthwith discontinue such Holder’s disposition of Registrable Securities pursuant to the extent permitted Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by applicable law. In connection Section 2.06(a)(v) as filed with each registration hereunderthe Commission or until it is advised in writing by the Company that the use of such Registration Statement may be resumed, and, if so directed by the sellers of Registrable Stock Company, will furnish deliver to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of (at the Company’s size and investment stature; providedexpense) all copies, howeverother than permanent file copies, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit then in such Holder’s possession of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements prospectus relating to such seller’s title to Registrable Stock and authority to enter into Securities current at the underwriting agreement, (iii) the liability time of each seller of Registrable Stock respect of any indemnification, contribution or other obligation receipt of such seller notice. The Company may provide appropriate stop orders to enforce the provisions of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationthis Section 2.06(b).

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 Section 3.3, 3.4 or 3 3.5 to use its commercially reasonable best efforts to effect the registration of any shares of Registrable Stock Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement (which, in the case of an underwritten public offering pursuant to Section 3.3, shall be on Form S-1 or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such securities including executing an undertaking to file post-effective amendments and use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable lawthereby; (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 the period specified in paragraph (a) above herein and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock Securities covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Stock Securities and to each underwriter such number of copies of the registration statement and each such amendment and supplement thereto (in each case including all exhibits) and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock Securities covered by such registration statement; (d) use its commercially reasonable best efforts to register or qualify the Registrable Stock Securities covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Stock Securities or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction, unless the Company is already subject to service in such jurisdiction; (e) use its commercially reasonable best efforts to list the Registrable Stock Securities covered by such registration statement with any securities exchange or quotation service on which the Common Stock of the Company is then listed; (f) provide a transfer agent comply with all applicable rules and registrar for all such Registrable Stock not later than regulations under the effective date of such registration statementSecurities Act and Exchange Act; (g) immediately notify each seller of Registrable Stock Securities and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller promptly prepare and furnish to such seller and underwriter a reasonable number of copies of a supplement to prospectus supplemented or an amendment of such prospectus as may be necessary amended so that, as thereafter delivered to the purchasers of such Registrable StockSecurities, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable StockSecurities, use its commercially reasonable best efforts to furnish on the date that Registrable Stock is Securities are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or underwriters, and executed counterparts of such opinion addressed to the sellers of Registrable Securities to the same effects as requested by such seller or its counselcounsel for the underwriters, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five (5) business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts make available for inspection by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled any attorney, accountant or other agent retained by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Actseller or underwriter, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such reasonable access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, as such parties may reasonably request, and such opportunities to discuss cause the business of the Company with its 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; (j) cooperate with the selling holders of Registrable Securities and the independent public accountants who have certified its financial statements as shall be necessarymanaging underwriter, in the opinion of such holders, underwriters, counsel or accountantsif any, to conduct a reasonable investigation within facilitate the meaning timely preparation and delivery of certificates representing Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such holders or the Securities Actmanaging underwriter may request at least two (2) business days prior to any sale of Registrable Securities; and (k) otherwise comply with permit any holder of Registrable Securities, which holder, in the Securities Actsole and exclusive judgment, the Exchange Act and any other applicable rules and regulations exercised in good faith, of such holder, might be deemed to be a controlling person of the CommissionCompany, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering participate in good faith in the period of at least 12 months after the effective date preparation of such registration statementor comparable statement and to require the insertion therein of material, furnished to the Company in writing, which earning statement shall satisfy Section 11(a) in the reasonable judgment of the Securities Act such holder and any applicable regulations thereunder, including Rule 158its counsel should be included. For purposes of Sections 4(a) and 4(b) and of Section 2(d)this Agreement, the period of distribution of Registrable Stock Securities in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock Securities in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock Securities covered thereby and 120 or one hundred eighty (180) days after the effective date thereof or thereof, provided, however, in the case of any registration of Registrable Securities on Form S-3 or a registration requested comparable or successor form which are intended to be offered on a “shelf”continuous or delayed basis, for as long as requested such one hundred eighty (180) day period shall be extended, if necessary, to keep the extent permitted registration statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment, permit, in lieu of filing a post-effective amendment which (y) includes any prospectus required by applicable lawSection 10(a)(3) of the Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement. In connection with each registration hereunder, the sellers of Registrable Stock Securities will furnish to the Company in writing such information requested by the Company with respect to themselves and the proposed distribution by them as reasonably shall be reasonably necessary in order to assure compliance with federal Federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 or 3 to use At its reasonable best efforts to effect the registration of any shares of Registrable Stock under the Securities Actexpense, the Company will, as expeditiously as possiblewill use its “Best Efforts” to: (a) prepare and promptly, and in any event within 45 days after promptly notify the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities and use reasonable best efforts to cause such registration statement to become and remain effective for the period Holder of the distribution contemplated thereby (determined as hereinafter provided) or effectiveness of the Registration Statement filed in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law; (b) accordance with this Section 8 and prepare and file with the Commission SEC such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith as may be necessary to (i) keep such registration statement effective and the prospectus included therein usable for a period commencing on the period specified in paragraph date that such Registration Statement is initially declared effective by the SEC and ending on the date when all Registrable Securities covered by such registration statement have been sold pursuant to the registration statement or cease to be Registrable Securities, and (aii) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by such registration statement during such period in accordance with the sellers’ intended method methods of disposition by the sellers thereof set forth in such registration statement for such periodstatement; (cb) furnish to each seller of Registrable Stock and to each underwriter the Holder such number of copies of the registration statement Registration Statement, each amendment and supplement thereto, the prospectus included therein in such registration statement (including each preliminary prospectus) and such other documents as such persons seller may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered Securities owned by such registration statementthe Holder; (dc) use its reasonable best efforts to register or qualify the such Registrable Stock covered by Securities under such registration statement under the other securities or “blue sky” sky laws of such jurisdictions as the sellers Holder reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable the Holder to consummate the disposition in such jurisdictions of the Registrable Stock or, in Securities owned by the case of an underwritten public offering, the managing underwriter reasonably shall request, Holder; provided, however, that the Company shall not for any such purpose be required to to: (i) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this subparagraph; (ii) subject itself to taxation in any such jurisdiction; or to (iii) consent to general service of process in any such jurisdiction; (ed) use its reasonable best efforts to list notify the Registrable Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statement, Holder at any time when a prospectus relating thereto to the Registration Statement is required to be delivered under the Securities Act, Act of the happening of any event as a result of which the prospectus contained included in such registration statementRegistration Statement, as then in effect, (i) no longer meets the requirements of Section 10(a)(3) of the Securities Act, or (ii) includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at that offers and sales of Registrable Securities in reliance on the prospectus included in the Registration Statement must cease. At the request of any such seller the Holder, the Company shall prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stockshares, such prospectus used shall meet the requirements of Section 10(a)(3) of the Securities Act, or 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; (he) if the offering is underwritten and at the request of any seller of cause all such Registrable Stock, furnish on the date that Registrable Stock is delivered Securities registered pursuant to the underwriters for sale pursuant Registration Statement to such registration: (i) an opinion dated such date of counsel representing be listed on each securities exchange on which similar securities issued by the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may requestthen listed; (if) use its reasonable best efforts to cooperate with the sellers in the disposition of the cause any Registrable Stock Securities covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries statement to participate under the direction of the managing underwriter in a “road show” scheduled be registered with or approved by such managing underwriter in such locations and other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities ActSecurities; and (kg) otherwise comply with the Securities Act, the Exchange Act and any other all applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationSEC.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 Section 2.3, 2.4 or 3 2.5 to use its reasonable best efforts to effect the registration of any shares of Registrable Stock Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement (which, in the case of an underwritten public offering pursuant to Section 2.3, shall be on Form S-1 or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such securities including executing an undertaking to file post-effective amendments and use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable lawthereby; (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 the period specified in paragraph (a) above herein and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock Securities covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Stock Securities and to each underwriter such number of copies of the registration statement and each such amendment and supplement thereto (in each case including all exhibits) and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock Securities covered by such registration statement; (d) use its reasonable best efforts to register or qualify the Registrable Stock Securities covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Stock Securities or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to list the Registrable Stock Securities covered by such registration statement with any securities exchange or quotation system on which the Common Stock of the Company is then listed; (f) provide a transfer agent comply with all applicable rules and registrar for all such Registrable Stock not later than regulations under the effective date of such registration statementSecurities Act and Exchange Act; (g) immediately notify each seller of Registrable Stock Securities and each underwriter under such registration statement, statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, Act of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller promptly prepare and furnish to such seller a reasonable number of copies of a prospectus supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable StockSecurities, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable StockSecurities, furnish on the date that Registrable Stock is Securities are delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, dated such date, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or underwriters, and executed counterparts of such opinion addressed to the sellers of Registrable Securities to the same effects as requested by such seller or its counselcounsel for the underwriters, and (ii) a letter letter, dated such date date, from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts make available for inspection by each seller of Registrable Securities, any underwriter participating in any distribution pursuant to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement attorney, accountant or other document to be filedagent retained by such seller or underwriter, and give each of the aforementioned persons such reasonable access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, as such parties may reasonably request, and such opportunities to discuss cause the business of the Company with its 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; (j) cooperate with the selling holders of Registrable Securities and the independent public accountants who have certified its financial statements as shall be necessarymanaging underwriter, in the opinion of such holders, underwriters, counsel or accountantsif any, to conduct a reasonable investigation within facilitate the meaning timely preparation and delivery of certificates or uncertificated shares representing Registrable Securities to be sold, such certificates or uncertificated shares to be in such denominations and registered in such names as such holders or the Securities Actmanaging underwriter may request at least two (2) business days prior to any sale of Registrable Securities; and (k) otherwise comply with permit any holder of Registrable Securities which holder, in the Securities Actsole and exclusive judgment, the Exchange Act and any other applicable rules and regulations exercised in good faith, of such holder, might be deemed to be a controlling person of the CommissionCompany, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering participate in good faith in the period of at least 12 months after the effective date preparation of such registration statementor comparable statement and to require the insertion therein of material, furnished to the Company in writing, which earning statement shall satisfy Section 11(a) in the reasonable judgment of the Securities Act such holder and any applicable regulations thereunder, including Rule 158its counsel should be included. For purposes of Sections 4(a) and 4(b) and of Section 2(d)this Agreement, the period of distribution of Registrable Stock Securities in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock Securities in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock Securities covered thereby and 120 or one hundred eighty (180) days after the effective date thereof or thereof, provided, however, in the case of any registration of Registrable Securities on Form S-3 or a registration requested comparable or successor form which are intended to be offered on a “shelf”continuous or delayed basis, for as long as requested such one hundred eighty (180)-day period shall be extended, if necessary, to keep the extent permitted registration statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment, permit, in lieu of filing a post-effective amendment which (y) includes any prospectus required by applicable lawSection 10(a)(3) of the Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in clauses (y) and (z) above contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement. In connection with each registration hereunder, the sellers of Registrable Stock Securities will furnish to the Company in writing such information requested by the Company and the managing underwriter, if any, with respect to themselves and the proposed distribution by them as reasonably shall be reasonably necessary in order to assure compliance with federal Federal and applicable state securities laws. In connection with each Any holder of Registrable Securities may withdraw all or part of its Registrable Securities from a registration pursuant to Sections 2 Section 2.3, 2.4 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires 2.5 at any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished time prior to the Company by or on behalf effective date of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.

Registration Procedures. (i) If and whenever the Company when Holdings is required by the provisions of Sections 2 or 3 this Agreement to use its reasonable best efforts to effect the registration of any shares of Registrable Stock under Stock, Holdings will do the Securities Act, the Company will, as expeditiously as possiblefollowing: (aA) prepare Prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission SEC a registration statement with respect to such securities shares and use reasonable its best efforts to cause such the registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law;provided herein. (bB) prepare Prepare and file with the Commission SEC such amendments and supplements to such registration statement statement, and the prospectus prospectuses used in connection therewith as may be therewith, necessary to keep such the registration statement effective for the period specified in paragraph (a) above and current and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Stock shares covered by such the registration statement in accordance with statement, including any amendments and supplements necessary to reflect the sellers’ intended method of disposition set forth in such registration statement for such period; (c) furnish from time to each seller time of holders of Registrable Stock and who have requested that any of their shares be sold or otherwise disposed of in connection with the registration (the "Prospective Sellers"). ------------------- (C) Furnish to each underwriter Prospective Seller such number of copies of the registration statement and the each prospectus included therein (including each preliminary prospectusprospectuses) that are required by the requirements of the Securities Act, and such other documents, as such persons the Prospective Seller reasonably may request requests in order to facilitate the public sale or other disposition of the Registrable Stock covered shares owned by such registration statement;it. (dD) use Use its reasonable best efforts to register or qualify the Registrable Stock shares covered by such registration statement under the securities any such securities, blue sky or “blue sky” other applicable laws of all jurisdictions which each Prospective Seller reasonably requests to enable such jurisdictions as Prospective Seller to consummate the sellers public sale or other disposition of Registrable Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, shares owned by such Prospective Seller; provided, however, that the Company shall -------- ------- Holdings will not for any such purpose be required in connection with, or as a condition to, such registration or qualification of Shares to qualify generally to transact do business as a foreign corporation in any jurisdiction where it is not so qualified or to file a general consent to general service of process in any such jurisdiction;jurisdictions. (eE) use its reasonable best efforts Furnish to list each Prospective Seller a signed counterpart, addressed to the Prospective Sellers and the underwriters, if any, of: (1) an opinion of counsel for Holdings, dated the effective date of the registration statement; and (2) a "comfort" letter signed by the same independent public accountants who certified Holdings' financial statements included in the registration statement; covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants' letter) with respect to the events subsequent to the date of the financial statements as are customarily covered (at the time of such registration) in the opinions of issuers' counsel and in accountants' letters delivered to the underwriters in connection with underwritten public offerings of securities. (F) Cause all such Registrable Stock covered by such registration statement with any to be listed on each securities exchange or national market on which the Common Stock of the Company is similar securities issued by Holdings are then listed;. (fG) provide Provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement;. (gH) immediately notify each seller Enter into such customary agreements (including an underwriting agreement) and take all other customary actions as a majority in interest of the Initiating Holders (in case of any Registration Statement initiated pursuant to the provisions of Section 5(a)) or the holders of a majority of the Registrable Stock and each underwriter under such being sold (in the case of any other registration statement, at any time when a prospectus relating thereto is required ) reasonably request in order to be delivered under expedite or facilitate the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers disposition of such Registrable Stock, 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 then existing;. (hI) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including Make all financial and other records, pertinent corporate documents and properties of the CompanyHoldings available for inspection by any Prospective Seller, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such opportunities to discuss the business of the Company with its Prospective Seller or underwriter, and cause Holdings' officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessaryto supply all information reasonably requested by such Prospective Seller, underwriter, attorney, accountant or agent in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply connection with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date preparation of such registration statement, which earning statement shall satisfy Section 11(a. (ii) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers Each Prospective Seller of Registrable Stock will furnish to Holdings all information Holdings reasonably requires from the Company Prospective Seller for inclusion in writing such information with respect to themselves the registration statement (and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, prospectus included therein). (iii) The Prospective Sellers will not (until further notice) effect sales of the liability shares covered by the registration statement after receipt of each seller of Registrable Stock respect of any indemnification, contribution notice from Holdings to suspend sales to permit Holdings to correct or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue update a registration statement or alleged untrue statement prospectus. Holdings shall use its best efforts to make such correction or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon update as soon as is practicable and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to no later than 15 days after receipt of such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationnotice.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 or 3 to use its reasonable best efforts hereof to effect the registration of any shares of the Registrable Stock Securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission SEC a registration statement with respect to such securities and use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter herein provided) or in the case of a registration requested to be a “shelf”), for as long as requested and promptly provide to the extent permitted by applicable lawPurchaser copies of all filings and SEC letters of comment; (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 for until the earlier of: (i) six months after the latest exercise period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to Warrant; (ii) four years after the disposition Closing Date, or (iii) the date on which the Purchaser has disposed of all of the Registrable Stock Securities covered by such registration statement in accordance with the sellers’ Purchaser's intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Stock and to each underwriter the Purchaser such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons the Purchaser reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock securities covered by such registration statement; (d) use its commercially reasonable best efforts to register or qualify the Purchaser's Registrable Stock Securities covered by such registration statement under the securities or “"blue sky” " laws of such jurisdictions as the sellers of Registrable Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall requestPurchaser, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to list the Registrable Stock Securities covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statement, the Purchaser at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing;; and (hg) if make available for inspection by the offering is underwritten Purchaser and at the request of any seller of Registrable Stockattorney, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted accountant or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants agent retained by the CompanyPurchaser, addressed to the underwriters and to such sellerall publicly available, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all non-confidential financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss cause the business of the Company with its Company's officers, directors and employees and to supply all publicly available, non-confidential information reasonably requested by the independent public accountants who have certified its financial statements as shall be necessaryattorney, in the opinion of such holders, underwriters, counsel accountant or accountants, to conduct a reasonable investigation within the meaning agent of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationPurchaser.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 or 3 this Section 7 to use its reasonable best efforts to effect the registration of any shares of Registrable Stock Warrant Shares under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect which, in the case of an underwritten public offering, shall be on such form of general applicability satisfactory to such securities the managing underwriter selected as herein provided and shall include the Warrant Shares and use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law); (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 the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock Warrant Shares covered by such registration statement in accordance with the sellers’ Holder's intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Stock Warrant Shares and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock Warrant Shares covered by such registration statement; (d) use its reasonable best efforts to register or qualify the Registrable Stock Warrant Shares covered by such registration statement under the securities or “"blue sky” " laws of such jurisdictions as the sellers each seller of Registrable Stock Warrant Shares or, in the case of an underwritten public offering, the managing underwriter shall reasonably shall request, providedand do any and all other acts and things which may be necessary under such securities or blue sky laws to enable such seller to consummate the public sale or other distribution in such jurisdiction to be sold by such seller, however, except that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process or subject itself to taxation in any such jurisdiction; (e) use its reasonable best efforts to list the Registrable Stock Warrant Shares covered by such registration statement with any securities exchange or automated quotation system on which the Common Stock any security of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(aSection 7.3(a) and 4(b) and of Section 2(d7.3(b), the period of distribution of Registrable Stock Warrant Shares in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock Warrant Shares in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock Warrant Shares covered thereby and or 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable lawthereof. In connection with each registration hereunderpursuant to this Section 7, the sellers of Registrable Stock Warrant Shares will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary and shall be requested by the Company in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 7.1 covering an underwritten public offering, if such underwriting agreement contains restrictions upon the Company sale of securities of the Company, other than the securities which are to be included in the proposed distribution, then such restrictions shall be binding upon the sellers of Warrant Shares for a period not exceeding 120 days (or such longer time as is customary and each seller agree to required) from the effective date of the registration statement and, if requested by the Company, such sellers shall enter into a written underwriting agreement with to that effect. In the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies event of the Company’s size and investment stature; provided's initial public offering, however, that (i) if requested by the representations and warranties by, and the other agreements on the part ofCompany's underwriters, the Company holders of Warrants and Warrant Shares agree not to sell, pledge or otherwise transfer their Warrants or Warrant Shares for a period not exceeding 120 days (or such longer time as is customary and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationrequired).

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 5 or 3 6 to use its commercially reasonable best efforts to effect the registration of any shares of Registrable Restricted Stock under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities and use its commercially reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law); (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 the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Restricted Stock covered by such registration statement in accordance with the sellers’ ' intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Restricted Stock and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other disposition of the Registrable Restricted Stock covered by such registration statement; (d) use its commercially reasonable best efforts to register or qualify the Registrable Restricted Stock covered by such registration statement under the securities or “"blue sky” " laws of such jurisdictions as the sellers of Registrable Restricted Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, providedPROVIDED, howeverHOWEVER, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its commercially reasonable best efforts to list the Registrable Restricted Stock covered by such registration statement with any securities exchange or automated quotation service on which the Common Stock of the Company is then listed; PROVIDED, HOWEVER, that if the Common Stock of the Company is not then listed with any securities exchange or automated quotation service, then the Company shall use its commercially reasonable efforts to list such Restricted Stock with whatever quotation or reporting service with which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock Restricted Stock, not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Restricted Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; PROVIDED, and at MOREOVER, that the request of any such seller Company shall use its commercially reasonable efforts to prepare and furnish such amendments or supplements to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers purchases of such Registrable Restricted Stock, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable Restricted Stock, use its commercially reasonable efforts to furnish on the date that Registrable Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of 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 and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent certified public accountants retained by the Company, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts make available for inspection by each seller of Restricted Stock, any underwriter participating in any distribution pursuant to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled any attorney, accountant or other agent retained by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Actseller or underwriter, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss cause the business of the Company with its 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. The rights granted pursuant to this subsection (h) may not be assigned or otherwise conveyed by such person or by any subsequent transferee of any such rights without the written consent of the Company, which consent shall not be unreasonably withheld; provided that the Company may refuse such written consent if the proposed transferee is a competitor of the Company as determined by the Company's Board of Directors; and provided further, that no such written consent shall be required if the transfer is made to a party who is not a competitor of the Company and who is a parent, subsidiary, affiliate, partner or group member of such person; (j) advise each selling holder of Restricted Stock, 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 or the initiation or threatening of any proceeding for such purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (k) cooperate with the selling holders of Restricted Stock and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, managing underwriters, counsel or accountantsif any, to conduct a reasonable investigation within facilitate the meaning timely preparation and delivery of certificates representing Restricted Stock to be sold, such certificates to be in such denominations and registered in such names as such holders or the Securities Actmanaging underwriters may request at least two business days prior to any sale of Restricted Stock; and (kl) otherwise comply with permit any holder of Restricted Stock which holder, in the Securities Actsole and exclusive judgment, the Exchange Act and any other applicable rules and regulations exercised in good faith, of such holder, might be deemed to be a controlling person of the CommissionCompany, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering participate in good faith in the period of at least 12 months after the effective date preparation of such registration statementor comparable statement and to require the insertion therein of material, furnished to the Company in writing, which earning statement shall satisfy Section 11(a) in the reasonable judgment of such holder and its counsel should be included, subject to review by the Securities Act Company and any applicable regulations thereunder, including Rule 158its counsel after consultation with such holder. For purposes of Sections 4(aSection 7(a) and 4(b7(b) and of Section 2(d6(c), the period of distribution of Registrable Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Restricted Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable lawthereof. In connection with each registration hereunder, the sellers of Registrable Restricted Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 5 or 3 6 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s 's size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 or 3 this Agreement to use its reasonable best efforts to effect the registration of any shares of the Registrable Stock Shares under the Securities Act, the Company will, shall as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement Registration Statement with respect to such securities Registrable Shares and use reasonable its best efforts to cause such registration statement that Registration Statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable laweffective; (b) prepare and file with the Commission such any amendments and supplements to such registration statement the Registration Statement and the prospectus used included in connection therewith the Registration Statement as may be necessary to keep such registration statement the Registration Statement effective for a period of not less than 365 days from the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such periodeffective date; (c) furnish to each seller of Registrable Stock and to each underwriter selling Stockholder such number reasonable numbers of copies of the registration statement and the prospectus included therein (prospectus, including each a preliminary prospectus) , in conformity with the requirements of the Securities Act, and such other documents as such persons the selling Stockholder may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered Shares owned by such registration statementthe selling Stockholder; (d) use its reasonable best efforts to register or qualify the Registrable Stock Shares covered by such registration statement the Registration Statement under the securities or “blue skyBlue Sky” laws of such jurisdictions states as the sellers of Registrable Stock or, in the case of an underwritten public offering, the managing underwriter selling Stockholders shall reasonably shall request, and do any and all other acts and things that may be necessary or desirable to enable the selling Stockholders to consummate the public sale or other disposition in such jurisdictions of the Registrable Shares owned by the selling Stockholders; provided, however, that the Company shall not for any such purpose be required in connection with this Section 4(d) to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to corporation, execute a general consent to general service of process or subject itself to taxation in any such jurisdiction; (e) use in the event of any underwritten public offering, enter into and perform its reasonable best efforts to list obligations under an underwriting agreement, in usual and customary form, with the Registrable Stock covered by managing underwriter(s) of such registration statement with any securities exchange on which the Common Stock of the Company is then listed;offering; and (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statementuse its best efforts to furnish, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that such Registrable Stock is Shares are delivered to the underwriters for sale pursuant to sale, if such registration: securities are being sold through underwriters, (i) an opinion opinion, dated as of such date 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 and to such sellerunderwriters, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counselif any, and (ii) a letter dated as of such date date, from the independent certified public accountants retained by 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 underwriters, in each case also addressed to the selling Stockholders, and to such seller, stating that they are independent public accountants within provide copies thereof to the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of selling Stockholders. If the Company included in has delivered preliminary or final prospectuses to the registration statement or selling Stockholders and after having done so the prospectus, or any amendment or supplement thereof, prospectus is amended to comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the Company shall promptly notify the selling Stockholders and, if requested, the selling Stockholders shall immediately cease making offers of Registrable Shares and such letter shall additionally cover such other financial matters (including information as return all prospectuses to the period ending no more than five business days prior Company. The Company shall promptly provide the selling Stockholders with revised prospectuses and, following receipt of the revised prospectuses, the selling Stockholders shall be free to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition resume making offers of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationShares.

Registration Procedures. If (and whenever on each occasion that) the Company is required by shall become obligated to effect any registration of any Registrable Securities hereunder, the provisions of Sections 2 or 3 to Company will use its reasonable best efforts in good faith to effect promptly the registration of any shares of such Registrable Stock Securities under the Securities ActAct and to permit the public offering and sale of such Registrable Securities in accordance with the intended method of disposition thereof, and, in connection therewith, the Company willCompany, as expeditiously as shall be reasonably possible, will: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities Registrable Securities, and use reasonable its best efforts in good faith to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable lawprovided herein; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used included in connection therewith as may be necessary to keep such registration statement effective for the period specified as maybe necessary or advisable to comply in paragraph (a) above and comply all material respects with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in or as may be necessary to keep such registration statement effective and current, but for no longer than nine (9) months subsequent to the effective date of such periodregistration; (c) furnish to each seller of Registrable Stock and to each underwriter Securities such number of copies of the such registration statement statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included therein in such registration statement (including each preliminary prospectus) ), and such other documents as any such persons seller may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered Securities held by such registration statementseller; (d) enter into such customary agreements and take all such other action in connection therewith as the Holders of 51% or more of the Registrable Securities being registered reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (e) use its reasonable best efforts in good faith to register or and qualify the Registrable Stock Securities covered by such registration statement under the such securities or “blue sky” Blue Sky laws of such jurisdictions as any seller shall reasonably request and do any and all such other acts and things as may be reasonably necessary or advisable to enable such seller to consummate the sellers disposition in such jurisdictions of the Registrable Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, Securities held by such seller; provided, however, that the Company shall not for any such purpose be required in connection therewith to qualify generally to transact do business as or file a foreign corporation in any jurisdiction where it is not so qualified or to general consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to list the Registrable Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed;; and (f) provide furnish to each prospective seller a transfer agent and registrar for all such Registrable Stock not later than signed counterpart, addressed to the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Actprospective sellers, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion of counsel for the Company, dated such the effective date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a "comfort" letter dated such date from the independent public accountants retained signed by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its the Company's financial statements as shall be necessary, included in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning covering substantially the same matters with respect to the registration statement shall satisfy Section 11(a) of (and the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(aprospectus included therein) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or (in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information "comfort" letter) with respect to themselves events subsequent to the date of the financial statements, as are customarily covered (at the time of such registration) in opinions of issuer's counsel and in "comfort" letters delivered to the proposed distribution by them as reasonably shall be necessary underwriters in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies offerings of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationsecurities.

Registration Procedures. If and whenever Whenever Energy Spectrum has requested that any Registrable Shares be registered pursuant to this Agreement, the Company is required by the provisions of Sections 2 or 3 to shall use its reasonable best efforts to effect the registration and the sale of any shares such Registrable Shares in accordance with the intended method of Registrable Stock under the Securities Actdisposition thereof, and pursuant thereto the Company will, shall as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities Registrable Shares and use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or until such securities are sold, in the any case of a registration requested not to be a “shelf”, for as long as requested to the extent permitted by applicable lawexceed six months; (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 the a period specified in paragraph (a) above of not more than six months and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by such registration statement during such period in accordance with the sellers’ intended method methods of disposition by the sellers thereof set forth in such registration statement for such periodstatement; (c) furnish furnish, without charge, to each seller Energy Spectrum and the underwriters of Registrable Stock and to each underwriter the securities being registered such number of copies of the such registration statement statement, each amendment and supplement thereto, in each case including all exhibits, the prospectus included therein (in such registration statement, including each preliminary prospectus) , and such other documents as such persons Energy Spectrum or the underwriters may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered Shares owned by Energy Spectrum or the sale of such securities by such registration statementunderwriters; (d) use its reasonable best efforts to register or qualify the such Registrable Stock covered by Shares under such registration statement under the other securities or “blue sky” sky laws of such jurisdictions as Energy Spectrum shall reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable Energy Spectrum to consummate the sellers disposition in such jurisdictions of the Registrable Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall requestShares owned by Energy Spectrum, provided, however, that the Company shall not for any such purpose be required to (1) qualify generally to transact do business as a foreign corporation in any jurisdiction where it is would not so qualified otherwise be required to qualify but for this Section 5(d), (ii) subject itself to taxation in any such jurisdiction or to (iii) consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to list the cause all such Registrable Stock Shares covered by such registration statement with any to be listed on the principal securities exchange on which the Common Stock of similar securities issued by the Company are then listed, if any, if the listing of such Registrable Shares is then listedpermitted under the rules of such exchange; (f) provide and cause to be maintained a transfer agent and registrar for all such Registrable Stock Shares not later than the effective date of such registration statement; (g) immediately notify each seller enter into such customary agreements, including underwriting agreements in customary form, and take all such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Stock and each Shares; (h) upon receipt of such confidentiality agreements as the Company may reasonably request, make reasonably available for inspection by Energy Spectrum, any underwriter under participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by Energy Spectrum or any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by Energy Spectrum or any such underwriter, attorney, accountant or agent in connection with such registration statement; (i) promptly notify Energy Spectrum, (i) of the time when the registration statement, any pre-effective amendment, 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 or any post-effective amendment, when the same has become effective and (ii) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Shares for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; (j) notify Energy Spectrum of any requests by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information; (k) prepare and file with the Commission, promptly upon the request of Energy Spectrum, any amendments or supplements to such registration statement or prospectus which, in the written opinion of counsel selected by Energy Spectrum, is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Registrable Shares by Energy Spectrum; (l) prepare and promptly file with the Commission and promptly notify Energy Spectrum of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at any the time when a prospectus relating thereto to such securities is required to be delivered under the Securities Act, of the happening of any event shall have occurred as a the result of which the any such prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, such prospectus shall not effect would include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances then existingin which they were made, not misleading; (hm) advise Energy Spectrum, promptly after the Company shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (n) provide notice within a reasonable amount of time prior to the offering filing of any registration statement or prospectus of any amendment or supplement to such registration statement or prospectus, furnish a copy thereof to Energy Spectrum and refrain from filing any such registration statement, prospectus, amendment or supplement to which counsel selected by Energy Spectrum 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 the rules and regulations thereunder, unless, in the case of an amendment or supplement, the Company reasonably believes the filing of such amendment or supplement is underwritten and reasonably necessary to protect the Company from any liabilities under any applicable federal or state law; (o) at the request of any seller of Registrable StockEnergy Spectrum in connection with an underwritten offering, furnish on the date that Registrable Stock is delivered to or dates provided for in the underwriters for sale pursuant to such registrationunderwriting agreement: (i) an opinion dated such date of counsel representing the Company for the purposes of such registrationcounsel, addressed to the underwriters and Energy Spectrum, covering such matters as such underwriters may reasonably request including, without limiting the generality of the foregoing, opinions to such seller, stating the effect that (A) such registration statement has become effective under the Securities Act and that Act; (AB) to the best knowledge of such counsel, 's knowledge no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, ; (BC) the registration statement, the related prospectus prospectus, and each amendment or supplement thereof thereto comply as to form in all material respects with the requirements of the Securities Act (and the applicable rules and regulations of the Commission thereunder except that such counsel need not express any no opinion as to financial statements or other financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, ; and (ii) a "cold comfort" letter dated such date or letters from the independent certified public accountants retained by of the Company, Company addressed to the underwriters and to Energy Spectrum, covering such sellermatters as such underwriters may reasonably request, stating in which letters such accountants shall state, without limiting the generality of the foregoing, that they are independent certified public accountants within the meaning of the Securities Act and that, that in the opinion of such accountants, accountants the financial statements and other financial data of the Company included in the registration statement or statement, the prospectus, or any amendment or supplement thereof, thereto comply as to form in all material respects with the applicable accounting requirements of the Securities Act; (p) subject to any confidentiality agreements, deliver, promptly after the receipt thereof, to Energy Spectrum and such letter shall additionally cover such other financial matters (including information as each underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the period ending no more than five business days prior to the date of such letter) Commission or its staff with respect to the registration statement, other than those portions of any such registration as such underwriters or sellers reasonably may requestcorrespondence and memoranda which contain information subject to attorney-client privilege with respect to the Company; (iq) use provide a CUSIP number for all Registrable Shares, not later than the effective date of the registration statement; (r) make reasonably available its employees and personnel and otherwise provide reasonable best efforts assistance to cooperate with the sellers underwriters, taking into account the needs of the Company's business and the requirements of the marketing process, in the disposition marketing of the Registrable Stock covered by such registration statement, including without limitation Shares in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such any underwritten offering; (js) in connection with prior to the preparation and filing of each registration statement registering Registrable Stock under any document which is to be incorporated by reference into the Securities Act, and before filing any such registration statement or any other the prospectus, after the initial filing of such registration statement, provide copies of such document in connection therewith, give to counsel to Energy Spectrum and to the participating holders and their underwritersmanaging underwriter, if any, and their respective make the Company's representatives reasonably available for discussion of such document and make such changes in such document prior to the filing thereof as counsel for Energy Spectrum or such underwriters may reasonably request; (t) furnish, promptly after the filing thereof, to Energy Spectrum and accountantsthe managing underwriter, without charge, at least one signed copy of the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto statement and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and recordspost-effective amendments thereto, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessaryand schedules, in the opinion of such holdersall documents incorporated therein by reference and all exhibits, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; andincluding those incorporated by reference; (ku) otherwise comply with the Securities Act, the Exchange Act and any other all applicable rules and regulations of the Commission, and make generally available to its securities security holders, as soon as reasonably practicablepracticable after the effective date of the registration statement, and in any event within 16 months thereafter, an earning earnings statement (which need not be audited) covering the period of at least 12 twelve consecutive months beginning with the first day of the Company's first calendar quarter after the effective date of such the registration statement, which earning earnings statement shall satisfy the provisions of Section 11(a11 (a) of the Securities Act and any applicable regulations Rule 158 thereunder, including Rule 158. For purposes of Sections 4(a; and (v) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of take all securities purchased by it, and the period of distribution of Registrable Stock in any such other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof commercially reasonable actions as are necessary or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary advisable in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 expedite or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from facilitate the disposition of the such Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationShares.

Registration Procedures. If and whenever the Company is required by under an ----------------------- obligation pursuant to the provisions of Sections 2 or 3 this Exhibit A to use its reasonable best efforts to effect the registration of any shares of Registrable Stock under the Eligible Securities Act, the Company willshall, as expeditiously as possiblepracticable: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Securities and Exchange Commission a registration statement with respect to such securities Eligible Securities and use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable laweffective; (b) prepare and file with the Securities and Exchange 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 under the Securities Act until the earlier of such time as all securities covered thereby have been sold or one hundred and eighty (180) days after such registration statement becomes effective, as such period specified in paragraph (a) above may be extended pursuant to Section 1.5, and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Stock Eligible Securities covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Stock and to each underwriter selling stockholder such number numbers of copies of the registration statement and the each prospectus included therein (including each preliminary prospectus) in conformity with the requirements of the Securities Act, and such other documents as such persons seller may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statementEligible Securities; (d) use its reasonable best efforts to register or qualify the Registrable Stock Eligible Securities covered by such registration statement under the securities or “blue sky” sky laws of such jurisdictions as the sellers of Registrable Stock ormanaging underwriter, in the case of an underwritten public offeringif any, or if there is no managing underwriter, the managing underwriter reasonably Holders of at least 25% of the Eligible Securities, shall request, provided, however, (provided that the Company shall not for any such purpose be required to qualify generally consent to transact business as a foreign corporation general service of process for all purposes in any jurisdiction where it is not so qualified then qualified) and do any and all other acts or things which may be reasonably necessary or advisable to consent enable such seller to general service consummate the public sale or other disposition in such jurisdictions of process in any such jurisdictionEligible Securities; (e) use its reasonable best efforts to list the Registrable Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under the Eligible 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 1.4, of the happening of any event as a result of which the prospectus contained included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable StockEligible 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 then existing;; and (hf) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is such Eligible Securities are delivered to the underwriters for sale pursuant to such registration: registration or, if such Eligible Securities are not being sold through underwriters, on the date that the registration statement with respect to such Eligible Securities becomes effective, (i) an opinion opinion, dated such date date, of the independent counsel representing the Company for the purposes of such registration, addressed to the underwriters underwriters, if any, and at the request of any Holder or Holders of Eligible Securities requesting registration pursuant to this Exhibit A, to the Holder or Holders making such sellerrequest, stating that such registration statement has become effective under the Securities Act and that (A1) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and and, to the best knowledge of such counsel, no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, ; (B2) the registration statement, the related prospectus prospectus, and each amendment or supplement thereof thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Securities and Exchange Commission thereunder (except that such counsel need not express any no opinion as to financial statements or financial or statistical data contained therein); (3) and such counsel has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading (C) except that such counsel need express no opinion as to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of contained therein); (4) the Company included description in the registration statement or the prospectus, or any amendment or supplement thereofthereto, comply of all legal and governmental matters and all contracts and other legal documents or instruments are accurate and fairly present the information required to be shown; (5) such counsel does not know of any legal or governmental proceedings, pending or contemplated, required to be described in the registration statement or prospectus, or any amendment or supplement thereto, which are not described as required, nor of any contracts or documents or instruments of a character required to form be described in all material respects with the applicable accounting requirements of registration statement or prospectus, or any amendment or supplement thereto, or to be filed as exhibits to the Securities Actregistration statement which are not described and filed as required, and such letter shall additionally cover (6) such other financial legal matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as the underwriters, if any, and any such underwriters Holder or sellers Holders requesting such opinion may reasonably may request; ; and (iii) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of offering, a comfort letter, dated such date, from the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties independent certified public accountants of the Company, and such opportunities addressed to discuss the business of the Company with its officers, directors and employees underwriters and the independent public accountants who have certified its financial statements as shall be necessary, Company's Board of Directors in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationform.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 3 or 3 4 hereof to use its reasonable best efforts to effect the registration of any shares of Registrable Stock its securities under the Securities Act, the Company will, as expeditiously as possible: (a) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement Registration Statement with respect to such securities on a form for which the Company then qualifies and which form shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution thereof, and use reasonable its best efforts to cause such registration statement Registration Statement to become and remain effective for the a period of time required for the distribution contemplated thereby (determined as hereinafter disposition of such securities by the holders thereof, but not to exceed 180 days; provided) , however, that before filing a Registration Statement or in prospectus or any amendments or supplements thereto, including documents incorporated by reference after the case initial filing of a registration requested the Registration Statement, the Company shall furnish to the holders of the Registrable Securities covered by such Registration Statement and the underwriters, if any, copies of all such documents proposed to be a “shelf”filed, for as long as requested which documents will be subject to the extent permitted by applicable lawreview of such holders and underwriters; (b) prepare and file with the Commission 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 for the period specified in paragraph (a) above and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Stock securities covered by such registration statement Registration Statement until the earlier of such time as all of such securities have been disposed of in accordance with a public offering or the sellers’ intended method expiration of disposition set forth in such registration statement for such period180 days; (c) furnish to each seller of Registrable Stock and to each underwriter such selling security holders such number of copies of the registration statement and the a summary prospectus included therein (or other prospectus, including each a preliminary prospectus) , in conformity with the requirements of the Securities Act, and such other documents, as such persons selling security holders may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statementrequest; (d) use its reasonable best efforts to register or qualify the Registrable Stock securities covered by such registration statement Registration Statement under the such other securities or “blue sky” sky laws of such jurisdictions within the United States and Puerto Rico as the sellers each holder of Registrable Stock or, in the case of an underwritten public offering, the managing underwriter reasonably such securities shall request, request (provided, however, that the Company shall not for any such purpose be required obligated to qualify generally to transact business as a foreign corporation in to do business under the laws of any jurisdiction where in which it is not so then qualified or to file any general consent to general service or process), and do such other reasonable acts and things as may be required of process it to enable such holder to consummate the disposition in any such jurisdictionjurisdiction of the securities covered by such Registration Statement; (e) use its reasonable best efforts to list the Registrable Stock covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (h) if the offering is underwritten and at the request of any seller Holder requesting registration of Registrable StockSecurities pursuant to Section 3, furnish on the date that such shares of Registrable Stock is Securities are delivered to the underwriters for sale pursuant to such registration: registration or, if such Registrable Securities are not being sold through underwriters, on the date that the Registration Statement with respect to such shares of Registrable Securities becomes effective, (i1) make such representations and warranties to the holders of such Registrable Securities and the underwriters, if any, in such form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings and covering matters; (2) furnish an opinion opinion, dated such date date, of the independent counsel representing the Company for the purposes of such registration, addressed to the underwriters underwriters, if any, and to if such sellerRegistrable Securities are not being sold through underwriters, stating that such registration statement has become effective under the Securities Act and that (A) then to the best knowledge of Holders thereof making such counselrequest, no stop order suspending the effectiveness thereof has been issued in customary form and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements covering matters of the Securities Act type customarily covered in such legal opinions; (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein3) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) furnish a comfort letter dated such date date, from the independent certified public accountants retained by of the Company, addressed to the underwriters underwriters, if any, and if such Registrable Securities are not being sold through underwriters, then to the Holders thereof making such request and, if such accountants refuse to deliver such letter to such sellerHolders, stating that they are then to the Company, in a customary form and covering matters of the type customarily covered by such comfort letters and as the underwriters or such Holders shall reasonably request; (4) if an underwriting agreement is entered into, cause the same to set forth in full the indemnification and contribution provisions and procedures of Section 8 hereof, or language at least as favorable to the Holders, with respect to all parties to be indemnified pursuant to said Section; and (5) deliver such documents and certificates as may be reasonably requested by the Holders of a majority of the Registrable Securities being sold and the managing underwriters, if any, to evidence compliance with clause (1) of this Paragraph (e) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. Such opinion of counsel shall additionally cover such other legal matters with respect to the registration in respect of which such opinion is being given as such Holders of a majority of the Registrable Securities being sold may reasonably request. Such letter from independent certified public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no not more than five business days Business Days prior to the date of such letter) with respect to the registration in respect of which such registration letter is being given as such underwriters or sellers the Holders of a majority of the Registrable Securities being so registered may reasonably may request; (if) use its reasonable best efforts enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to cooperate with the sellers in expedite or facilitate the disposition of the such Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities ActSecurities; and (kg) otherwise use its best efforts to comply with the Securities Act, the Exchange Act and any other all applicable rules and regulations of the Commission, and make available to its securities security holders, as soon as reasonably practicable, but not later than 18 months after the effective date of the Registration Statement, an earning earnings statement covering the period of at least 12 months beginning with the first full month after the effective date of such registration statementRegistration Statement, which earning statement earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registration.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 12.1(i) or 3 to use its reasonable best efforts 12.1(ii) to effect the registration of any shares of Registrable Stock Securities under the Securities 1933 Act, the Company will, as expeditiously as possible: (a) subject to the timelines provided in this Agreement, prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement required by Section 12, with respect to such securities and use reasonable its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter herein provided), promptly notify the Sellers (by telecopier and by e-mail addresses provided by the Subscribers) on or in before the case of a second business day thereafter that the Company receives notice that (i) the Commission has no comments or no further comments on the registration requested to be a “shelf”statement, for as long as requested to and (ii) the extent permitted by applicable lawregistration statement has been declared effective; (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 until such registration statement has been effective for the a period specified in paragraph of one (a1) above year, and comply with the provisions of the Securities 1933 Act with respect to the disposition of all of the Registrable Stock Securities covered by such registration statement in accordance with the sellersSellers’ intended method of disposition set forth in such registration statement for such period; (c) furnish to each seller of Registrable Stock and to each underwriter the Sellers, at the Company’s expense, such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or other their disposition of the Registrable Stock securities covered by such registration statementstatement or make them electronically available; (d) use its reasonable best efforts to register or qualify the Registrable Stock Securities covered by such registration statement under the securities or “blue sky” laws of in such jurisdictions as the sellers of Registrable Stock or, Sellers shall request in the case of an underwritten public offering, the managing underwriter reasonably shall requestwriting, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; (e) use its reasonable best efforts to list the Registrable Stock Securities covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed; (f) provide a transfer agent and registrar for all such Registrable Stock not later than notify the effective date Sellers within twenty-four hours of such registration statement; (g) immediately notify each seller of Registrable Stock and each underwriter under such registration statement, at any time when the Company’s becoming aware that a prospectus relating thereto is required to be delivered under the Securities 1933 Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existingexisting or which becomes subject to a Commission, and at the request of any such seller prepare and furnish to such seller a reasonable number of copies of a supplement to state or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stock, 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 then existing; (h) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop other governmental order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated of the registration statement covering any of the Registrable Securities; (g) provided same would not be in violation of the provision of Regulation FD under the Securities 1934 Act, (B) make available for inspection by the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counselSellers during reasonable business hours, and (ii) a letter dated such date from the independent public accountants any attorney, accountant or other agent retained by the CompanySellers or underwriter, addressed to the underwriters and to such sellerall publicly available, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) use its reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all non-confidential financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss cause the business of the Company with its Company's officers, directors and employees and to supply all publicly available, non-confidential information reasonably requested by the independent public accountants who have certified its financial statements as shall be necessarySellers, attorney, accountant or agent in the opinion of connection with such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Actregistration statement at such requesting Seller’s expense; and (kh) otherwise comply provide to the Sellers copies of the Registration Statement and amendments thereto five business days prior to the filing thereof with the Securities Act, the Exchange Act and Commission. Any Seller’s failure to comment on any other applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable, an earning registration statement covering the period of at least 12 months after the effective date of such registration statement, which earning statement shall satisfy Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Stock in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Stock covered thereby and 120 days after the effective date thereof or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law. In connection with each registration hereunder, the sellers of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature; provided, however, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements relating to such seller’s title to Registrable Stock and authority to enter into the underwriting agreement, (iii) the liability of each seller of Registrable Stock respect of any indemnification, contribution or other obligation of such seller of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document provided to a Subscriber or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) its counsel shall not in any event exceed an amount equal be construed to constitute approval thereof nor the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationaccuracy thereof.

Registration Procedures. If and whenever the Company is required by the provisions of Sections 2 or 3 to use (a) In connection with its reasonable best efforts to effect the registration of any shares of Registrable Stock obligations under the Securities Actthis Article II, the Company will, as expeditiously as possible: (ai) prepare and promptly, and in any event within 45 days after the request for registration has been delivered to the Company, file with the Commission a registration statement with respect to such securities and use reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided) or in the case of a registration requested to be a “shelf”, for as long as requested to the extent permitted by applicable law; (b) promptly prepare and file with the Commission 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 for the period specified in paragraph (a) above and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock securities covered by such registration statement Registration Statement until such time as all of such securities have been disposed of in accordance with the sellers’ intended method methods of disposition by the seller or sellers thereof set forth in such registration statement for such periodRegistration Statement; (cii) furnish to each seller Selling Holder such number of Registrable Stock conformed copies of such Registration Statement and to of each underwriter such amendment and supplement thereto (in each case including without limitation all exhibits), such number of copies of the registration statement and the prospectus included therein 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 persons seller may reasonably may request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statementrequest; (diii) if applicable, use its commercially reasonable best efforts to register or qualify the all Registrable Stock Securities and other securities covered by such registration statement Registration Statement under the such other securities or “blue sky” sky laws of such jurisdictions as the sellers of Registrable Stock or, in the case of an underwritten public offering, the managing underwriter each Selling Holder thereof shall reasonably shall request, providedto keep such registration or qualification in effect for so long as such Registration Statement remains in effect, howeverand to take any other action which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the securities owned by such seller, except that the Company shall not for any such purpose be required to qualify generally to transact do business as a foreign corporation in any jurisdiction where wherein it is would not but for the requirements of this clause (iii) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (eiv) in connection with an Underwritten Offering, use its commercially reasonable best efforts to list provide to each Selling Holder a copy of any auditor “comfort” letters, customary legal opinions or reports of the Registrable Stock covered by such registration statement with any securities exchange on which the Common Stock independent petroleum engineers of the Company is then listedrelating to the oil and gas reserves of the Company, in each case that have been provided to the Managing Underwriter in connection with the Underwritten Offering; (fv) provide a transfer agent and registrar for all such Registrable Stock not later than the effective date of such registration statement; (g) immediately promptly notify each seller of Registrable Stock and each underwriter under such registration statementSelling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of upon discovery that, or upon the happening of any event as a result of which which, the prospectus contained included in such registration statementRegistration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in the light of the circumstances then existingunder which they were made, not misleading, and at the request of any such seller promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Stocksecurities, 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 in order to make the statements therein not misleading therein, in the light of the circumstances then existingunder which they were made, not misleading; (hvi) if the offering is underwritten and at the request of any seller of Registrable Stock, furnish on the date that Registrable Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements or financial or statistical data contained therein) and (C) to such other effects as reasonably may be requested by counsel for the underwriters or by such seller or its counsel, and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters and to such seller, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters or sellers reasonably may request; (i) otherwise use its commercially reasonable best efforts to cooperate with the sellers in the disposition of the Registrable Stock covered by such registration statement, including without limitation in the case of an underwritten offering causing key executives of the Company and its subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the judgment of such managing underwriter are appropriate for such underwritten offering; (j) in connection with the preparation and filing of each registration statement registering Registrable Stock under the Securities Act, and before filing any such registration statement or any other document in connection therewith, give the participating holders and their underwriters, if any, and their respective counsel and accountants, the opportunity to review and comment on such registration statement, each prospectus included therein or filed with the Commission, each amendment thereof or supplement thereto and any related underwriting agreement or other document to be filed, and give each of the aforementioned persons such access to its books and records, including all financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders, underwriters, counsel or accountants, to conduct a reasonable investigation within the meaning of the Securities Act; and (k) otherwise comply with the Securities Act, the Exchange Act and any other all applicable rules and regulations of the Commission, and make available to its securities security holders, as soon as reasonably practicable, an earning statement covering the period of at least 12 months after the effective date of such registration earnings statement, which earning earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158. For purposes of Sections 4(a) and 4(b) and of Section 2(d), the period of distribution of Registrable Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by itAct, and shall furnish to each such Selling Holder at least the period Business Day prior to the filing thereof a copy of distribution of Registrable Stock in any other registration shall amendment or supplement to such Registration Statement or prospectus; (vii) provide and cause to be deemed to extend until the earlier of the sale of maintained a transfer agent and registrar for all Registrable Stock Securities covered thereby by such Registration Statement from and 120 days after a date not later than the effective date thereof of such Registration Statement; (viii) cause all Registrable Securities covered by such Registration Statement to be listed on any securities exchange on which the Company Common Stock is then listed; and (ix) enter into such customary agreements and take such other actions as the Selling Holder or Selling Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, in the case of a registration requested Shelf Underwritten Offering or Piggyback Underwritten Offering, to be a agree, and to cause its directors and “shelf”executive officers” (as defined under Section 16 of the Exchange Act) to agree, to customary “lock-up” arrangements for as long as requested up to 45 days with the underwriters thereof to the extent reasonably requested by the Managing Underwriters, subject to exceptions for permitted sales by applicable law. In connection directors and executive officers during such period consistent with each registration hereunderunderwritten offerings previously conducted by the Company). (b) Each Holder 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 Section 2.06(a)(v), the sellers such Holder will forthwith discontinue such Holder’s disposition of Registrable Stock Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.06(a)(v) as filed with the Commission or until it is advised in writing by the Company that the use of such Registration Statement may be resumed, and, if so directed by the Company, will furnish deliver to the Company in writing such information with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws. In connection with each registration pursuant to Sections 2 or 3 covering an underwritten public offering, the Company and each seller agree to enter into a written underwriting agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of (at the Company’s size and investment stature; providedexpense) all copies, howeverother than permanent file copies, that (i) the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit then in such Holder’s possession of the underwriters shall also be made to and for the benefit of such sellers of Registrable Stock, (ii) no seller shall be required to make, and the Company shall ensure that no underwriter requires any seller to make, any representations and warranties to or agreements with any underwriter in a registration effected pursuant to Sections 2 or 3 other than customary representations, warranties and agreements prospectus relating to such seller’s title to Registrable Stock and authority to enter into Securities current at the underwriting agreement, (iii) the liability time of each seller of Registrable Stock respect of any indemnification, contribution or other obligation receipt of such seller notice. The Company may provide appropriate stop orders to enforce the provisions of Registrable Stock arising under such underwriting agreement (A) shall be limited to losses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, incorporated document or other such disclosure document or other document or report, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller of Registrable Stock expressly for inclusion therein and (B) shall not in any event exceed an amount equal to the net proceeds to such seller of Registrable Stock (after deduction of all underwriters’ discounts and commissions) from the disposition of the Registrable Securities disposed of by such seller of Registrable Stock pursuant to such registrationthis Section 2.06(b).