Common use of Withdrawal Rights Clause in Contracts

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicable.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No Other than as provided in Section 5.6, no such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders holder of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transfereesits Affiliates, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholder with respect to a particular Demand Registration (or Shareholders in the case of a Demand Shareholder who has elected Registration, provided that the Requesting Shareholders agree to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction reimburse to the Company to include its Registrable Securities all out-of-pocket costs or expenses of the Company incurred in a registration statement connection with such Demand Registration, or (c) in accordance with this Section 5.4 (but only if such withdrawal is in respect an election by the Company subsequent to the effectiveness of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand Registration statement because any post-effective amendment or applicable election to effect an Underwritten Offering pursuant supplement to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such applicable Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse statement contains information regarding the Company for all reasonable and documented expenses incurred by that the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant deems adverse to such Demand Registration or preparing for such Underwritten Offering pursuant to such electionthe Company, shall not be counted as applicablea Demand.

Withdrawal Rights. Any Shareholder having Investor that has, on its own behalf or on behalf of any of its Affiliates, notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration registration, and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount$10,000,000 of aggregate Fair Market Value as of such date, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Section 3.03, and within ten five (105) calendar business days following of the mailing effectiveness of such notice, such Shareholders still seeking registration shallnotice either the Company or the holders of a majority of the Registrable Securities sought to be registered may, by written notice notices made to each holder of Registrable Securities sought to be registered and the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten period of five (105) day periodbusiness days, the Company shall not file such registration statement if not theretofore filed filed, or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Any Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement withdrawn in accordance with this Section 5.4 (but only if such withdrawal is in respect an election by the Demanding Investor subsequent to the effectiveness of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete shall be counted as a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of unless such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse Demanding Investor reimburses the Company for all its reasonable out-of-pocket expenses related to the preparation and documented expenses incurred by the Company in connection with preparing for filing of such registration of statement (in which event such Shareholder’s Registrable Securities pursuant to such registration statement shall not be counted as a Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicablehereunder).

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders holder(s) of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted TransfereesTransferees who are Stockholders, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicable.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days Business Days following the mailing of such notice, such Shareholders holder of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transfereesits Affiliates, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day Business Day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has already been theretofore filed, the Company shall not seek, and shall use commercially reasonable best efforts to prevent, the effectiveness thereof. If Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Stockholder in the case of a Requesting Shareholder Demand Registration or with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration StatementStatement or (c) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect an election by the Company subsequent to the effectiveness of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand registration statement because any post-effective amendment or applicable election to effect an Underwritten Offering pursuant supplement to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such applicable Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse registration statement contains information regarding the Company for all reasonable and documented expenses incurred by which the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant deems adverse to such Demand Registration or preparing for such Underwritten Offering pursuant to such electionthe Company, shall not be counted as applicablea Demand.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company Corporation to include any or all of its (and its Group’s) Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company Corporation prior to the effective date of such registration statement. In the event of any such withdrawal, the Company Corporation shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company Corporation with respect to the Registrable Securities not so withdrawn; withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company Corporation shall as promptly as practicable give each Shareholder Stockholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders Stockholders still seeking registration shall, by written notice to the CompanyCorporation, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Stockholder Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) -day period, the Company Corporation shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company Corporation shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) Stockholder withdraws its notification or direction to the Company Corporation to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if with respect to a sufficient number of Common Shares so as to reduce the number of Registrable Securities requested to be included in such withdrawal is in respect of all of registration statement below the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)Amount, such Shareholder Stockholder shall be required to promptly reimburse the Company Corporation for all reasonable and documented expenses incurred by the Company Corporation in connection with preparing for such the registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableSecurities.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transfereeseach such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Requesting Shareholder Demand Registration or by the requesting Demand Shareholders with respect to a particular Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration (statement because any post-effective amendment or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant supplement to the Shelf applicable Demand Registration Statement) statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)3.4, such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such the registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableSecurities.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders holder of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transfereesits Affiliates, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Stockholders in the case of a Requesting Shareholder Demand Registration or by the Fortress Stockholders, HP or their respective Permitted Transferees (in each case to the extent a Stockholder hereunder) with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration StatementStatement or (c) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect an election by the Company subsequent to the effectiveness of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand Registration statement because any post-effective amendment or applicable election to effect an Underwritten Offering pursuant supplement to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such applicable Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse statement contains information regarding the Company for all reasonable and documented expenses incurred by which the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant deems adverse to such Demand Registration or preparing for such Underwritten Offering pursuant to such electionthe Company, shall not be counted as applicablea Demand.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company at least five (5) business days prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below $20 million of aggregate Fair Market Value as of such date or, in the case or a non-underwritten Demand Registration, such withdrawal shall reduce the number of Registrable AmountSecurities sought to be included in such registration below $10 million of aggregate Fair Market Value as of such date, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Section 2.3, and within ten five (105) calendar business days following the mailing effectiveness of such notice, such Shareholders still seeking registration shalleither the Company or the holders of a majority of the Registrable Securities sought to be registered may, by written notice notices made to each holder of Registrable Securities sought to be registered and the Company, elect to register additional Registrable Securitiesrespectively, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten five (105) business day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a Any registration statement withdrawn or not filed (i) in accordance with this Section 5.4 an election by the Company, (but only if such withdrawal is ii) in respect accordance with an election by the holders of all the majority of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election sought to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities be registered pursuant to such Demand Registration or Underwritten Offering held by all the Demanding Holders pursuant to Section 2.1(e) hereof, (assuming that market conditions would remain consistent, at iii) in accordance with an election by the time holders of the completion majority of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holders prior to the effectiveness of the applicable Demand Registration Statement or preparing for such Underwritten Offering (iv) in accordance with an election by the holders of the majority of the Registrable Securities sought to be registered pursuant to such electionDemand Registration held by all the Demanding Holders subsequent to the effectiveness of the applicable Demand Registration Statement, if any post-effective amendment or supplement to the applicable Demand Registration Statement contains adverse information regarding the Company shall not be counted as a Demand. Except as set forth in clause (iv) of the previous sentence, any Demand withdrawn in accordance with an election by the Demanding Holders subsequent to the effectiveness of the applicable Demand Registration Statement shall be counted as a Demand unless the Stockholders reimburse the Company for its reasonable out-of-pocket expenses (but not including any Internal Expenses, as applicablehereinafter defined) related to the preparation and filing of such registration statement (in which event such registration statement shall not be counted as a Demand hereunder). Upon the written request of a majority of the Stockholders, the Company shall promptly prepare a definitive statement of such out-of-pocket expenses in connection with such registration statement in order to assist such holders with a determination in accordance with the immediately preceding sentence.

Withdrawal Rights. Any Shareholder Subject to Sections 2.1(c) and 2.2(c), any Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act Act, shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that that, in the case of a Demand RegistrationRegistration or a Shelf Demand Offering, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders holder of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If Any registration statement withdrawn or not filed as a Requesting Shareholder with respect to a particular Demand Registration result of (or a) an election by the Company, (b) in the case of a Demand Shareholder who has elected to effect Registration, an Underwritten Offering pursuant to election by the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement Requesting Stockholders in accordance with this the requirements of Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration2.2(c), (c) in the case of a case where such Shareholder made Shelf Demand Offering, an election by the Requesting Stockholders in accordance with the requirements of Section 2.1(c), or (d) an election by the Company subsequent to the effectiveness of the applicable Demand Registration or applicable election to effect an Underwritten Shelf Demand Offering pursuant registration statement because any post-effective amendment or supplement to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such applicable Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse statement contains information regarding the Company for all reasonable and documented expenses incurred by that the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant deems adverse to such Demand Registration or preparing for such Underwritten Offering pursuant to such electionthe Company, shall not be counted as applicablea Demand.

Withdrawal Rights. Any Shareholder having notified If more than 40 Units have been properly tendered without checking the All or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable AmountNone Box, then the Company shall as promptly as practicable give each Shareholder seeking above description of proration will apply only to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing tenders of such noticeUnits that do not have the All or None Box checked. For purposes of the Offer, such Shareholders still seeking registration shallthe Purchasers shall be deemed to have accepted for payment (and thereby purchased) tendered Units when, by as and if the Purchasers give oral or written notice to the CompanyDepositary of the Purchasers’ acceptance for payment of such Units pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, elect payment for Units purchased pursuant to register additional Registrable Securitiesthe Offer will in all cases be made by deposit of the Offer Price with the Depositary, when taken together with elections which will act as agent for the tendering Unit holders for the purpose of receiving payment from the Purchasers and transmitting payment to register Registrable Securities tendering Unit holders. Under no circumstances will interest be paid on the Offer Price by their Permitted Transferees, reason of any delay in making such payment. If any tendered Units are not purchased for any reason (other than due to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day periodproration as described above), the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder Assignment Form with respect to a particular Demand Registration (such Units not purchased will be of no force or a Demand Shareholder who has elected to effect an Underwritten Offering effect. If, for any reason whatsoever, acceptance for payment of, or payment for, any Units tendered pursuant to the Shelf Registration Statement) withdraws its notification Offer is delayed or direction the Purchasers are unable to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder accept for such registration)payment, in a case where such Shareholder made the applicable Demand purchase or applicable election to effect an Underwritten Offering pay for Units tendered pursuant to the Shelf Registration Statement Offer, then, without having prejudice to the good faith intention Purchasers’ rights under Section 13, the Depositary may, nevertheless, on behalf of the Purchasers, retain tendered Units and such Units may not be withdrawn (but subject to complete compliance with Rule 14e-1(c) under the Exchange Act, which requires that the Purchasers pay the consideration offered or return the Units deposited by or on behalf of the Unit holder promptly after the termination or withdrawal of a sale of its Registrable Securities tender offer), except to the extent that the tendering Unit holders are entitled to withdrawal rights as described in Section 4. If, prior to the Expiration Date, the Purchasers shall increase the consideration offered to Unit holders pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)Offer, such Shareholder increased consideration shall be required to promptly reimburse the Company paid for all reasonable and documented expenses incurred by the Company in connection with preparing Units accepted for such registration of such Shareholder’s Registrable Securities payment pursuant to the Offer, whether or not such Demand Registration or preparing for such Underwritten Offering pursuant Units were tendered prior to such election, as applicableincrease.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days [***] following the mailing of such notice, such Shareholders holder(s) of Registrable Securities still seeking registration shall, by written notice to the Company, either (a) elect to register additional Registrable SecuritiesSecurities which, when taken together with elections to register Registrable Securities by such Shareholder(s) and their Permitted Transferees, to satisfy the Registrable Amount or (b) elect that such registration statement not be filed (or, if theretofore filed, be withdrawn). During such ten (10) day [***] period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicable.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders holder of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transfereesits Affiliates, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Stockholders in the case of a Requesting Shareholder Demand Registration or by the Initial Stockholder or its Permitted Transferees (in each case to the extent a Stockholder hereunder) with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration StatementStatement or (c) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect an election by the Company subsequent to the effectiveness of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand Registration statement because any post-effective amendment or applicable election to effect an Underwritten Offering pursuant supplement to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such applicable Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse statement contains information regarding the Company for all reasonable and documented expenses incurred by which the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant deems adverse to such Demand Registration or preparing for such Underwritten Offering pursuant to such electionthe Company, shall not be counted as applicablea Demand.

Withdrawal Rights. Any Shareholder Holder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. In addition, in the event of any such withdrawal by a Holder such Holder will responsible for its expenses and the Company’s expenses resulting from such withdrawal. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders holder(s) of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transfereesits permitted transferees, to satisfy the Registrable Amount an Underwritten Demand or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicable.

Withdrawal Rights. Any Shareholder Fund IV or any Additional Stockholder, having notified or directed the Company Corporation to include any or all of its Registrable Securities in a registration statement under the Securities Act Act, shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company Corporation at least five (5) business days prior to the effective date of such registration statement. In the event of any such withdrawal, the Company Corporation shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company Corporation with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount$10 million of aggregate market value as of such date, then the Company Corporation shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Section 4.03, and within ten five (105) calendar business days following of the mailing effectiveness of such notice, such Shareholders still seeking registration shalleither the Corporation or Fund IV may, by written notice notices made to the Company, elect to register additional Registrable Securities, when taken together with elections to register each holder of Registrable Securities by their Permitted Transfereessought to be registered and the Corporation, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten period of five (105) day periodbusiness days, the Company Corporation shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company Corporation shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a Any registration statement withdrawn or not filed (i) in accordance with this an election by the Corporation, (ii) in accordance with an election by Fund IV pursuant to Section 5.4 4.01(e) hereof, (but only if such withdrawal is iii) in respect accordance with an election by Fund IV prior to the effectiveness of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand Registration Statement, or applicable (iv) in accordance with an election to effect an Underwritten Offering pursuant by Fund IV subsequent to the Shelf effectiveness of the applicable Demand Registration Statement, if any post-effective amendment or supplement to the applicable Demand Registration Statement without having contains adverse information regarding the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder Corporation shall not be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicable.counted as

Withdrawal Rights. Any Shareholder having notified or directed the Company Monsoon to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company Monsoon prior to the effective date of such registration statement. In the event of any such withdrawal, the Company Monsoon shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company Monsoon with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company Monsoon shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days Business Days following the mailing of such notice, such Shareholders holder of Registrable Securities still seeking registration shall, by written notice to the CompanyMonsoon, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their its Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day Business Day period, the Company Monsoon shall not file such registration statement if not theretofore filed or, if such registration statement has already been theretofore filed, the Company Monsoon shall not seek, and shall use commercially reasonable best efforts to prevent, the effectiveness thereof. If a Any registration statement withdrawn or not filed (a) in accordance with an election by Monsoon, (b) in accordance with an election by the Requesting Shareholder in the case of a Demand Registration or with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration StatementStatement or (c) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect an election by Monsoon subsequent to the effectiveness of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand registration statement because any post-effective amendment or applicable election to effect an Underwritten Offering pursuant supplement to the Shelf Registration Statement without having the good faith intention applicable Demand registration statement contains information regarding Monsoon which Monsoon deems adverse to complete Monsoon, shall not be counted as a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableDemand.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders holder(s) of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted TransfereesTransferees who are Stockholders, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicable.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) -day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) more than once in any year withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if 2.4 with respect to a sufficient number of shares so as to reduce the number of Registrable Securities requested to be included in such withdrawal is in respect of all of registration statement below the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election Amount (and Shareholders do not elect to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its register additional Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at satisfy the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was madeRegistrable Amount), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such the registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableSecurities.

Withdrawal Rights. Any Shareholder having that has notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the its Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company at least two (2) Business Days prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedprovided that, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount$50 million of aggregate market value as of such date, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Section 5.03, and within ten five (105) calendar days Business Days following the mailing effectiveness of such notice, such Shareholders still seeking registration shalleither the Company or the holders of a majority of the remaining Registrable Securities sought to be registered may, by written notice notices made to each holder of remaining Registrable Securities sought to be registered and the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten period of five (105) day periodBusiness Days, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially its reasonable best efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a Any registration statement withdrawn or not filed in accordance with this Section 5.4 (but only if such withdrawal is in respect i) an election by the Company, (ii) an election by the holders of all the majority of the Registrable Securities designated by such Shareholder for such registrationof Demanding Holders sought to be registered pursuant to a Demand Registration pursuant to Section 5.01(e), in a case where such Shareholder made (iii) an election by the applicable Demand or applicable election to effect an Underwritten Offering pursuant to holders of the Shelf Registration Statement without having majority of the good faith intention to complete a sale of its Registrable Securities of Demanding Holders sought to be registered pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at prior to the time effectiveness of the completion of such applicable Demand Registration or Underwritten OfferingStatement, (iv) in accordance with the conditions that existed at the time such Demand or an election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration holders of such Shareholder’s the majority of the Registrable Securities of Demanding Holders sought to be registered pursuant to such Demand Registration subsequent to the effectiveness of the applicable Demand Registration Statement, if any post-effective amendment or preparing for supplement to the applicable Demand Registration Statement contains adverse information regarding the Company or any of its Subsidiaries or (v) an election by the holders of a majority of the remaining Registrable Securities sought to be registered following a withdrawal by other holders of Registrable Securities that reduces the number of Registrable Securities sought to be included in such Underwritten Offering pursuant to such electionregistration below $50 million of aggregate market value, shall not, in each case, be counted as applicablea Demand.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if with respect to a sufficient number of shares so as to reduce the number of Registrable Securities requested to be included in such withdrawal is in respect of all of registration statement below the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)Amount, such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such the registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableSecurities.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) -day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) more than once in any year withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if 2.4 with respect to a sufficient number of shares so as to reduce the number of Registrable Securities requested to be included in such withdrawal is in respect of all of registration statement below the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election Amount (and Shareholders do not elect to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its register additional Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at satisfy the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was madeRegistrable Amount), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such the registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableSecurities.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount$10 million of aggregate Fair Market Value as of such date, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Section 4.03, and within ten five (105) calendar business days following of the mailing effectiveness of such notice, such Shareholders still seeking registration shallnotice either the Company or the holders of a majority of the Registrable Securities sought to be registered may, by written notice notices made to each holder of Registrable Securities sought to be registered and the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten period of five (105) day periodbusiness days, the Company shall not file such registration statement if not theretofore filed filed, or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Any Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement withdrawn in accordance with this Section 5.4 (but only if such withdrawal is in respect an election by JLL Building Products subsequent to the effectiveness of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete shall be counted as a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse unless JLL Building Products reimburses the Company for all its reasonable out-of-pocket expenses related to the preparation and documented expenses incurred by the Company in connection with preparing for filing of such registration of statement (in which event such Shareholder’s Registrable Securities pursuant to such registration statement shall not be counted as a Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicablehereunder).

Withdrawal Rights. Any Shareholder having notified It is a condition to our offer that the waiting period applicable under U.S. antitrust laws to our offer expire or directed be terminated. See "The Tender Offer--Acceptance for Payment and Payment for Shares" and "The Tender Offer--Conditions of Our Offer." The FTC and the Company Antitrust Division frequently scrutinize the legality under the antitrust laws of transactions such as our proposed acquisition of shares pursuant to include our offer. At any time before or all after our purchase of shares pursuant to our offer, the FTC or the Antitrust Division could take any action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of shares pursuant to our offer or seeking the divestiture of shares purchased by us or the divestiture of substantial assets of Schlumberger, Convergent or their respective subsidiaries. The merger agreement provides that in connection with the receipt of any necessary approvals under the U.S. antitrust laws, neither Convergent nor any of Convergent's subsidiaries can divest or hold separate or otherwise take or commit to take any action that limits STC's or our freedom of action with respect of, or their ability to retain, Convergent or any of Convergent's subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of Convergent or any of its Registrable Securities subsidiaries, without STC's prior written consent (which may be withheld in STC's sole and absolute discretion). Private parties and state attorneys general may also bring legal action under federal or state antitrust laws under certain circumstances. Based upon an examination of information available to STC relating to the businesses in which STC, Convergent and their respective subsidiaries are engaged, we and STC believe that our offer will not violate the antitrust laws. Nevertheless, there can be no assurance that a registration statement under challenge to our offer on antitrust grounds will not be made or, if a challenge is made, what the Securities Act shall have result would be. See "The Tender Offer--Conditions of Our Offer" for the right conditions to withdraw any such notice or direction our offer, including conditions with respect to any or all litigation. SHORT-FORM MERGER. Section 253 of the Registrable Securities designated Delaware General Corporation Law provides, among other things, that, if the parent corporation owns at least 90% of the outstanding shares of each voting class of a subsidiary corporation, the merger of the subsidiary corporation and the parent corporation may be effected by it for registration a resolution adopted and approved by giving written notice the board of directors of the parent corporation and the appropriate filings with the Delaware Secretary of State, without any action or vote on the part of the stockholders of the subsidiary corporation. Under the Delaware General Corporation Law, if we acquire at least 90% of Convergent's outstanding shares, we will be able to effect the merger without a vote of the other stockholders of Convergent. In such effect event, STC, our Parent, we and Convergent have agreed in the merger agreement to take all necessary and appropriate action to cause the Company prior merger to the become effective date as soon as practicable after such acquisition, without a meeting of such registration statementConvergent's stockholders. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations that less than 90% of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, shares then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering outstanding are tendered pursuant to the Shelf Registration Statement) withdraws its notification or direction offer, we may extend the offer for up to 20 business days so that the Company to include its Registrable Securities merger may be consummated as described in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableparagraph.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders holder of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transfereesits Affiliates, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Requesting Demand Registration or by the Initial Shareholder or its Permitted Transferees (in each case to the extent a Shareholder hereunder) with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration StatementStatement or (c) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect an election by the Company subsequent to the effectiveness of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand Registration statement because any post-effective amendment or applicable election to effect an Underwritten Offering pursuant supplement to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such applicable Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse statement contains information regarding the Company for all reasonable and documented expenses incurred by which the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant deems adverse to such Demand Registration or preparing for such Underwritten Offering pursuant to such electionthe Company, shall not be counted as applicablea Demand.

Withdrawal Rights. Any Shareholder having Investor that has, on its own behalf or on behalf of any of its Affiliates, notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration registration, and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Requisite Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Section 2.04, and within ten five (105) calendar business days following of the mailing effectiveness of such notice, such Shareholders still seeking registration shallnotice either the Company or the holders of a majority of the Registrable Securities sought to be registered may, by written notice notices made to each holder of Registrable Securities sought to be registered and the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten period of five (105) day periodbusiness days, the Company shall not file such registration statement if not theretofore filed filed, or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Any Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement withdrawn in accordance with this Section 5.4 (but only if such withdrawal is in respect an election by the Demanding Investor subsequent to the effectiveness of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete shall be counted as a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of unless such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse Demanding Investor reimburses the Company for all its reasonable out-of-pocket expenses related to the preparation and documented expenses incurred by the Company in connection with preparing for filing of such registration of statement (in which event such Shareholder’s Registrable Securities pursuant to such registration statement shall not be counted as a Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicablehereunder).

Withdrawal Rights. Any Shareholder having notified If more than 10 Units have been properly tendered without checking the All or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable AmountNone Box, then the Company shall as promptly as practicable give each Shareholder seeking above description of proration will apply only to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing tenders of such noticeUnits that do not have the All or None Box checked. For purposes of the Offer, such Shareholders still seeking registration shallthe Purchasers shall be deemed to have accepted for payment (and thereby purchased) tendered Units when, by as and if the Purchasers give oral or written notice to the CompanyDepositary of the Purchasers’ acceptance for payment of such Units pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, elect payment for Units purchased pursuant to register additional Registrable Securitiesthe Offer will in all cases be made by deposit of the Offer Price with the Depositary, when taken together with elections which will act as agent for the tendering Unit holders for the purpose of receiving payment from the Purchasers and transmitting payment to register Registrable Securities tendering Unit holders. Under no circumstances will interest be paid on the Offer Price by their Permitted Transferees, reason of any delay in making such payment. If any tendered Units are not purchased for any reason (other than due to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day periodproration as described above), the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder Assignment Form with respect to a particular Demand Registration (such Units not purchased will be of no force or a Demand Shareholder who has elected to effect an Underwritten Offering effect. If, for any reason whatsoever, acceptance for payment of, or payment for, any Units tendered pursuant to the Shelf Registration Statement) withdraws its notification Offer is delayed or direction the Purchasers are unable to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder accept for such registration)payment, in a case where such Shareholder made the applicable Demand purchase or applicable election to effect an Underwritten Offering pay for Units tendered pursuant to the Shelf Registration Statement Offer, then, without having prejudice to the good faith intention Purchasers’ rights under Section 13, the Depositary may, nevertheless, on behalf of the Purchasers, retain tendered Units and such Units may not be withdrawn (but subject to complete compliance with Rule 14e-1(c) under the Exchange Act, which requires that the Purchasers pay the consideration offered or return the Units deposited by or on behalf of the Unit holder promptly after the termination or withdrawal of a sale of its Registrable Securities tender offer), except to the extent that the tendering Unit holders are entitled to withdrawal rights as described in Section 4. If, prior to the Expiration Date, the Purchasers shall increase the consideration offered to Unit holders pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)Offer, such Shareholder increased consideration shall be required to promptly reimburse the Company paid for all reasonable and documented expenses incurred by the Company in connection with preparing Units accepted for such registration of such Shareholder’s Registrable Securities payment pursuant to the Offer, whether or not such Demand Registration or preparing for such Underwritten Offering pursuant Units were tendered prior to such election, as applicableincrease.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company Corporation to include any or all of its (and its Group’s) Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company Corporation prior to the effective date of such registration statement. In the event of any such withdrawal, the Company Corporation shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company Corporation with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company Corporation shall as promptly as practicable give each Shareholder Stockholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders Stockholders still seeking registration shall, by written notice to the CompanyCorporation, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Stockholder Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) -day period, the Company Corporation shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company Corporation shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) Stockholder withdraws its notification or direction to the Company Corporation to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if with respect to a sufficient number of Common Shares so as to reduce the number of Registrable Securities requested to be included in such withdrawal is in respect of all of registration statement below the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)Amount, such Shareholder Stockholder shall be required to promptly reimburse the Company Corporation for all reasonable and documented expenses incurred by the Company Corporation in connection with preparing for such the registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableSecurities.

Withdrawal Rights. Any Shareholder Investor having notified or directed the Company Fortress to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company Fortress prior to the effective date of such registration statement. In the event of any such withdrawal, the Company Fortress shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company Fortress with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company Fortress shall as promptly as practicable give each Shareholder Investor seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders Investor still seeking registration shall, by written notice to the CompanyFortress, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company Fortress shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company Fortress shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If Any registration statement withdrawn or not filed (a) in accordance with an election by Fortress, (b) in accordance with an election by the Requesting Investors in the case of a Requesting Shareholder with respect to a particular Demand Registration or (or a Demand Shareholder who has elected to effect c) in accordance with an Underwritten Offering pursuant election by Fortress subsequent to the Shelf effectiveness of the applicable Demand Registration Statement) statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding Fortress which Fortress deems adverse to Fortress, shall not be counted as a Demand. If an Investor withdraws its notification or direction to the Company Fortress to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)4.3, such Shareholder Investor shall be required to promptly reimburse the Company Fortress for all reasonable and documented expenses incurred by the Company Fortress in connection with preparing for such the registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableSecurities.

Withdrawal Rights. Any Shareholder having notified If more than 170 Units have been properly tendered without checking the All or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable AmountNone Box, then the Company shall as promptly as practicable give each Shareholder seeking above description of proration will apply only to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing tenders of such noticeUnits that do not have the All or None Box checked. For purposes of the Offer, such Shareholders still seeking registration shallthe Purchasers shall be deemed to have accepted for payment (and thereby purchased) tendered Units when, by as and if the Purchasers give oral or written notice to the CompanyDepositary of the Purchasers’ acceptance for payment of such Units pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, elect payment for Units purchased pursuant to register additional Registrable Securitiesthe Offer will in all cases be made by deposit of the Offer Price with the Depositary, when taken together with elections which will act as agent for the tendering Unit holders for the purpose of receiving payment from the Purchasers and transmitting payment to register Registrable Securities tendering Unit holders. Under no circumstances will interest be paid on the Offer Price by their Permitted Transferees, reason of any delay in making such payment. If any tendered Units are not purchased for any reason (other than due to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day periodproration as described above), the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder Assignment Form with respect to a particular Demand Registration (such Units not purchased will be of no force or a Demand Shareholder who has elected to effect an Underwritten Offering effect. If, for any reason whatsoever, acceptance for payment of, or payment for, any Units tendered pursuant to the Shelf Registration Statement) withdraws its notification Offer is delayed or direction the Purchasers are unable to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder accept for such registration)payment, in a case where such Shareholder made the applicable Demand purchase or applicable election to effect an Underwritten Offering pay for Units tendered pursuant to the Shelf Registration Statement Offer, then, without having prejudice to the good faith intention Purchasers’ rights under Section 13, the Depositary may, nevertheless, on behalf of the Purchasers, retain tendered Units and such Units may not be withdrawn (but subject to complete compliance with Rule 14e-1(c) under the Exchange Act, which requires that the Purchasers pay the consideration offered or return the Units deposited by or on behalf of the Unit holder promptly after the termination or withdrawal of a sale of its Registrable Securities tender offer), except to the extent that the tendering Unit holders are entitled to withdrawal rights as described in Section 4. If, prior to the Expiration Date, the Purchasers shall increase the consideration offered to Unit holders pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)Offer, such Shareholder increased consideration shall be required to promptly reimburse the Company paid for all reasonable and documented expenses incurred by the Company in connection with preparing Units accepted for such registration of such Shareholder’s Registrable Securities payment pursuant to the Offer, whether or not such Demand Registration or preparing for such Underwritten Offering pursuant Units were tendered prior to such election, as applicableincrease.

Withdrawal Rights. Any Shareholder having notified Other than during a subsequent offering period, a tendering stockholder may withdraw Shares that he or directed she has previously tendered in the Company Offer at any time on or before the Expiration Date (including any extension of such date), and, unless previously accepted for payment as provided in this Offer to include Purchase, a tendering stockholder may also withdraw such Shares at any or all of its Registrable Securities time after November 29, 2008. No withdrawal rights apply to Shares tendered in a registration statement under subsequent offering period and no withdrawal rights apply during the Securities Act shall have the right to withdraw any such notice or direction subsequent offering period with respect to Shares tendered and accepted for payment. If, for any reason, acceptance for payment of any Shares tendered in the Offer is delayed, or all Purchaser is unable to accept for payment or pay for Shares tendered in the Offer, then, without prejudice to Purchaser’s rights set forth in this Offer to Purchase, the Depositary may, nevertheless, on Purchaser’s behalf, retain Shares that tendering stockholders’ have tendered, and they may not withdraw their Shares, except to the extent that they duly exercise withdrawal rights as described in this Section 4 — “Withdrawal Rights.” Any such delay will be by an extension of the Registrable Securities designated by it for registration by giving written notice to such effect Offer to the Company prior extent required by applicable law and the regulations of the SEC. In order for a tendering stockholder’s withdrawal to be effective, he or she must deliver a written, telegraphic or facsimile transmission notice of withdrawal to the effective date Depositary at one of its addresses or fax number set forth on the back cover of this Offer to Purchase. Any such registration statementnotice of withdrawal must specify the stockholder’s name, the number of Shares that he or she wants to withdraw, and, if Share Certificates have been tendered, the name of the registered holder of Shares as shown on the Share Certificate, if different from the tendering stockholder’s name, and the serial numbers shown on the particular Share Certificates evidencing Shares to be withdrawn. In An Eligible Institution must guarantee the event signature on the notice of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that except in the case of a Demand Registration, if such withdrawal shall reduce Shares tendered for the number account of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereofan Eligible Institution. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering Shares have been tendered pursuant to the Shelf Registration Statement) procedures for book-entry transfer set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” the notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. A tendering stockholder may not rescind a withdrawal of Shares. Any Shares that a tendering stockholder withdraws its notification will be considered not validly tendered for purposes of the Offer, but such stockholder may tender his or direction her Shares again at any time on or before the Expiration Date by following any of the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares.” All questions as to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 form and validity (but only if such including time of receipt) of notices of withdrawal is in respect of all of the Registrable Securities designated will be determined by such Shareholder for such registration)Purchaser, in a case where its sole discretion, which determination will be final and binding. None of Getinge, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent or any 8 Table of Contents other person or entity will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicablenotification.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder Stockholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders Stockholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) -day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) Stockholder withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if 2.4 with respect to a sufficient number of shares so as to reduce the number of Registrable Securities requested to be included in such withdrawal is in respect of all of registration statement below the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)Amount, such Shareholder Stockholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such the registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableSecurities.

Withdrawal Rights. Any Shareholder Holder of Registrable Securities having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act (whether pursuant to Section 2 or 3 hereof) shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company with respect to the any Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registrationregistration pursuant to Section 2 hereof, if such withdrawal shall reduce the number of Registrable Securities still sought to be included in such registration ("Included Securities") below the Registrable Amountminimum number required pursuant to Section 2(a) to be included therein, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Holder of Included Securities notice to such effect andeffect, referring to this Agreement and summarizing this Section, and within ten (10) calendar business days following the mailing effectiveness of such notice, such Shareholders still seeking registration shalleither the Company or the Holders of a majority of the Included Securities may, by written notice to each Holder of Included Securities or the Company, elect to register additional Registrable Securitiesrespectively, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) business day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering Any registration statement effected pursuant to the Shelf Registration Statement) withdraws its notification Section 2 hereof and not filed or direction to the Company to include its Registrable Securities in a registration statement withdrawn in accordance with this Section 5.4 (but only if such withdrawal is in respect 4(b) shall be counted as a Demand Registration for purposes of all Section 2 hereof, unless the Holders of the Registrable Included Securities designated by such Shareholder for such registration), in a case where such Shareholder made and the applicable Demand or applicable election to effect an Underwritten Offering pursuant to securities withdrawn from the Shelf registration statement pay the Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableExpenses.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw may with- draw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Requisite Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Section 2.4, and within ten five (105) calendar business days following the mailing effectiveness of such notice, such Shareholders still seeking registration shalleither the Company or the holders of a majority of the Registrable Securities sought to be registered may, by written notice notices made to each holder of Registrable Securities sought to be registered and the Company, elect to register additional Registrable Securitiesrespectively, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten five (105) business day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a Any registration statement withdrawn or not filed (i) in accordance with this Section 5.4 an election by the Company, (but only if such withdrawal is ii) in respect accordance with an election by the holders of all the majority of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election sought to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities be registered pursuant to such Demand Registration or Underwritten Offering held by all the Selling Stockholders, (assuming that market conditions would remain consistent, at iii) in accordance with an election by the time holders of the completion majority of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Selling Stockholders prior to the effectiveness of the applicable Demand Registration Statement or preparing for such Underwritten Offering (iv) in accordance with an election by the holders of the majority of the Registrable Securities sought to be registered pursuant to such electionDemand Registration held by all the Selling Stockholders subsequent to the effectiveness of the applicable Demand Registration Statement, if any post-effective amendment or supplement to the applicable Demand Registration Statement contains adverse information regarding the Company shall not be counted as a Demand. Except as set forth in clause (iv) of the previous sentence, any Demand withdrawn in accordance with an election by the Selling Stockholders subsequent to the effectiveness of the applicable Demand Registration Statement shall be counted as a Demand unless the Stockholders reimburse the Company for its reasonable out-of-pocket expenses (but, without implication that the contrary would otherwise be true, not including any Internal Expenses, as applicabledefined below) related to the preparation and filing of such registration statement (in which event such registration statement shall not be counted as a Demand hereunder). Upon the written request of a majority of the Stockholders, the Company shall promptly prepare a definitive statement of such out-of-pocket expenses in connection with such registration statement in order to assist such holders with a determination in accordance with the next preceding sentence.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days Business Days following the mailing of such notice, any such Shareholders holder of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transfereesthe other holders of Registrable Securities still seeking registration, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day Business Day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has already been theretofore filed, the Company shall not seek, and shall use commercially reasonable best efforts to prevent, the effectiveness thereof. If a Any registration statement withdrawn or not filed (a) in accordance with an election by the Company (including in accordance with the provisions of Section 2.01(f)), (b) in accordance with an election by the Requesting Shareholder in the case of a Demand Registration or with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement or (c) in accordance with this Section 5.4 (but only if such withdrawal is in respect an election by the Company subsequent to the effectiveness of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand registration statement because any post-effective amendment or applicable election to effect an Underwritten Offering pursuant supplement to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such applicable Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse registration statement contains information regarding the Company for all reasonable and documented expenses incurred by which the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant deems adverse to such Demand Registration or preparing for such Underwritten Offering pursuant to such electionthe Company, shall not be counted as applicablea Demand.

Withdrawal Rights. Any Shareholder having notified It is a condition to our offer that the waiting period applicable under U.S. antitrust laws to our offer expire or directed be terminated. See "The Tender Offer--Acceptance for Payment and Payment for Shares" and "The Tender Offer--Conditions of Our Offer." The FTC and the Company Antitrust Division frequently scrutinize the legality under the antitrust laws of transactions such as our proposed acquisition of shares pursuant to include our offer. At any time before or all after our purchase of shares pursuant to our offer, the FTC or the Antitrust Division could take any action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of shares pursuant to our offer or seeking the divestiture of shares purchased by us or the divestiture of substantial assets of Schlumberger, Convergent or their respective subsidiaries. The merger agreement provides that in connection with the receipt of any necessary approvals under the U.S. antitrust laws, neither Convergent nor any of Convergent's subsidiaries can divest or hold separate or otherwise take or commit to take any action that limits STC's or our freedom of action with respect of, or their ability to retain, Convergent or any of Convergent's subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of Convergent or any of its Registrable Securities subsidiaries, without STC's prior written consent (which may be withheld in STC's sole and absolute discretion). Private parties and state attorneys general may also bring legal action under federal or state antitrust laws under certain circumstances. Based upon an examination of information available to Schlumberger and STC relating to the businesses in which Schlumberger, STC, Convergent and their respective subsidiaries are engaged, we, Schlumberger and STC believe that our offer will not violate the antitrust laws. Nevertheless, there can be no assurance that a registration statement under challenge to our offer on antitrust grounds will not be made or, if a challenge is made, what the Securities Act shall have result would be. See "The Tender Offer--Conditions of Our Offer" for the right conditions to withdraw any such notice or direction our offer, including conditions with respect to any or all litigation. SHORT-FORM MERGER. Section 253 of the Registrable Securities designated Delaware General Corporation Law provides, among other things, that, if the parent corporation owns at least 90% of the outstanding shares of each voting class of a subsidiary corporation, the merger of the subsidiary corporation and the parent corporation may be effected by it for registration a resolution adopted and approved by giving written notice the board of directors of the parent corporation and the appropriate filings with the Delaware Secretary of State, without any action or vote on the part of the stockholders of the subsidiary corporation. Under the Delaware General Corporation Law, if we acquire at least 90% of Convergent's outstanding shares, we will be able to effect the merger without a vote of the other stockholders of Convergent. In such effect event, STC, our Parent, we and Convergent have agreed in the merger agreement to take all necessary and appropriate action to cause the Company prior merger to the become effective date as soon as practicable after such acquisition, without a meeting of such registration statementConvergent's stockholders. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations that less than 90% of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, shares then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering outstanding are tendered pursuant to the Shelf Registration Statement) withdraws its notification or direction offer, we may extend the offer for up to 20 business days so that the Company to include its Registrable Securities merger may be consummated as described in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableparagraph.

Withdrawal Rights. Any Shareholder Member having notified or directed the Company Offeror to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company Offeror at least five (5) Business Days prior to the effective date of such registration statement. In the event of any such withdrawal, the Company Offeror shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company Offeror with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a an underwritten Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below Twenty Million Dollars ($20,000,000) of aggregate market value as of such date or, in the case of a non-underwritten Demand Registration, such withdrawal shall reduce the number of Registrable AmountSecurities to be included in such registration below Ten Million Dollars ($10,000,000) of aggregate market value as of such date, then the Company Offeror shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Section 9.3, and within ten five (105) calendar days Business Days following the mailing effectiveness of such notice, such Shareholders still seeking registration shalleither the Company Offeror or the holders of a majority of the Registrable Securities sought to be registered may, by written notice notices made to the Company, elect to register additional Registrable Securities, when taken together with elections to register each holder of Registrable Securities by their Permitted Transfereessought to be registered and the Company Offeror, to satisfy the Registrable Amount or respectively, elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten five (105) day Business Day period, the Company Offeror shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company Offeror shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a Any registration statement withdrawn or not filed (i) in accordance with this Section 5.4 an election by the Company Offeror, (but only if such withdrawal is ii) in respect accordance with an election by the holders of all the majority of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election sought to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities be registered pursuant to such Demand Registration or Underwritten Offering held by all the Demanding Holders pursuant to Section 9.1(e) hereof, (assuming that market conditions would remain consistent, at iii) in accordance with an election by the time holders of the completion majority of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holders prior to the effectiveness of the applicable registration statement or preparing for such Underwritten Offering (iv) in accordance with an election by the holders of the majority of the Registrable Securities sought to be registered pursuant to such electionDemand Registration held by all the Demanding Holders subsequent to the effectiveness of the applicable registration statement, if any post-effective amendment or supplement to the applicable registration statement contains adverse information regarding the Company Offeror shall not be counted as a Demand. Except as set forth in clause (iv) of the previous sentence, any Demand withdrawn in accordance with an election by the Demanding Holders subsequent to the effectiveness of the applicable registration statement shall be counted as a Demand unless the Members reimburse the Company Offeror for its reasonable out-of-pocket expenses (but not including any Internal Expenses, as applicabledefined below) related to the preparation and filing of such registration statement (in which event such registration statement shall not be counted as a Demand hereunder). Upon the written request of a majority of the Members, the Company Offeror shall promptly prepare a definitive statement of such out-of-pocket expenses in connection with such registration statement in order to assist such holders with a determination in accordance with the next preceding sentence.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company at least five (5) business days prior to the effective date commencement of such registration statementthe road show for the offering. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount$10 million of aggregate Fair Market Value as of such date, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Section 2.3, and within ten five (105) calendar business days following the mailing effectiveness of such notice, such Shareholders still seeking registration shalleither the Company or the holders of a majority of the Registrable Securities sought to be registered may, by written notice notices made to each holder of Registrable Securities sought to be registered and the Company, elect to register additional Registrable Securitiesrespectively, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten five (105) business day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a Any registration statement withdrawn or not filed (i) in accordance with this an election by the Company, (ii) in accordance with an election by the Demanding Holder pursuant to Section 5.4 2.1(f) hereof, (but only if such withdrawal is iii) in respect accordance with an election by the Demanding Holder prior to the effectiveness of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand Registration Statement or applicable (iv) in accordance with an election to effect an Underwritten Offering pursuant by the Demanding Holder subsequent to the Shelf effectiveness of the applicable Demand Registration Statement, if any post-effective amendment or supplement to the applicable Demand Registration Statement without having contains adverse information regarding the good faith intention Company shall not be counted as a Demand. Except as set forth in clause (iv) of the previous sentence, any Demand withdrawn in accordance with an election by the Demanding Holder subsequent to complete the effectiveness of the applicable Demand Registration Statement shall be counted as a sale of its Registrable Securities pursuant to Demand unless the Stockholders participating in such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all its reasonable out-of-pocket expenses (but not including any Internal Expenses, as hereinafter defined) related to the preparation and documented expenses incurred by filing of such registration statement (in which event such registration statement shall not be counted as a Demand hereunder). Upon the written request of a majority of the Stockholders, the Company shall promptly prepare a definitive statement of such out-of-pocket expenses in connection with preparing for such registration of statement in order to assist such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableholders with a determination in accordance with the immediately preceding sentence.

Withdrawal Rights. Any Shareholder having Holder that has notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act pursuant to Subsections 2.1 or 2.2 shall have the right to withdraw any such notice or direction with respect to any or all of the such Registrable Securities designated by it for registration by giving written notice to such effect to the Company at least two days prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration registration, and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedprovided that, however, that in the case of a Demand Registrationregistration pursuant to Subsections 2.1(a) or (b), if such withdrawal shall reduce the number anticipated aggregate offering price of the Registrable Securities sought to be included in below $10 million as of such registration below the Registrable Amountdate, then the Company shall as promptly as practicable give each Shareholder seeking to register Holder of Registrable Securities sought to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Subsection 2.4, and within ten five (105) calendar business days following after such notice either the mailing Company or the Holders of such notice, such Shareholders still seeking registration shalla majority of the Registrable Securities sought to be registered may, by written notice made to each Holder of Registrable Securities sought to be registered and the Company, elect to register additional Registrable Securitiesas applicable, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten period of five (105) day periodbusiness days, the Company shall not file such registration statement if not theretofore filed filed, or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. If Any request for registration that is withdrawn by an Initiating Holder prior to the effectiveness of the applicable registration statement shall be counted as a Requesting Shareholder with respect registration pursuant to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated Notice by such Shareholder Initiating Holder for the purposes of Subsection 2.1 unless such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse Initiating Holder reimburses the Company for all its reasonable out-of-pocket Registration Expenses relating to the preparation and documented expenses incurred by filing of such registration statement (in which event such registration statement shall not be counted as “effected” for purposes of Subsection 2.1). Notwithstanding the foregoing, if a withdrawal of a request for registration is made (A) because of a material adverse change in the business, operations, financial condition or prospects of the Company, or (B) because of a postponement of such registration pursuant to Subsection 2.1(c), or (C) because the Company shall fail to file the registration statement within the time period specified by this Agreement other than as a result of a postponement pursuant to Subsection 2.1(c), then such withdrawal shall not be counted as a registration pursuant to a Demand Notice by such Initiating Holder for the purposes of Subsection 2.1, and the Company shall pay all Registration Expenses in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicabletherewith.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, howeverthat, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders holder of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Stockholders in the case of a Requesting Shareholder Demand Registration or by Fortress or Xxxxxxxxx or their respective Permitted Transferees with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement, or (c) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect an election by the Company subsequent to the effectiveness of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand registration statement because any post-effective amendment or applicable election to effect an Underwritten Offering pursuant supplement to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such applicable Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse registration statement contains information regarding the Company for all reasonable and documented expenses incurred by which the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant deems adverse to such Demand Registration or preparing for such Underwritten Offering pursuant to such electionthe Company, shall not be counted as applicablea Demand.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Requisite Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Section 2.04, and within ten five (105) calendar business days following the mailing effectiveness of such notice, such Shareholders still seeking registration shalleither the Company or the holders of a majority of the Registrable Securities sought to be registered may, by written notice notices made to each holder of Registrable Securities sought to be registered and the Company, elect to register additional Registrable Securitiesrespectively, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten five (105) business day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a Any registration statement withdrawn or not filed (i) in accordance with this Section 5.4 an election by the Company, (but only if such withdrawal is ii) in respect accordance with an election by the holders of all the majority of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election sought to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities be registered pursuant to such Demand Registration or Underwritten Offering held by all the Demanding holders pursuant to Section 2.01(e) hereof, (assuming that market conditions would remain consistent, at iii) in accordance with an election by the time holders of the completion majority of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding holders prior to the effectiveness of the applicable Demand Registration Statement or preparing for such Underwritten Offering (iv) in accordance with an election by the holders of the majority of the Registrable Securities sought to be registered pursuant to such electionDemand Registration held by all the Demanding holders subsequent to the effectiveness of the applicable Demand Registration Statement, if any post-effective amendment or supplement to the applicable Demand Registration Statement contains adverse information regarding the Company shall not be counted as a Demand. Except as set forth in clause (iv) of the previous sentence any Demand withdrawn in accordance with an election by the Demanding holders subsequent to the effectiveness of the applicable Demand Registration Statement shall be counted as a Demand unless the Stockholders reimburse the Company for its reasonable out-of-pocket expenses (but, without implication that the contrary would otherwise be true, not including any Internal Expenses, as applicabledefined below) related to the preparation and filing of such registration statement (in which event such registration statement shall not be counted as a Demand hereunder). Upon the written request of a majority of the Stockholders, the Company shall promptly prepare a definitive statement of such out-of-pocket expenses in connection with such registration statement in order to assist such holders with a determination in accordance with the next preceding sentence.

Withdrawal Rights. Any Shareholder Holder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. In addition, in the event of any such withdrawal by a Holder such Holder will be responsible for its expenses and the Company’s expenses resulting from such withdrawal. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders holder(s) of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transfereesits permitted transferees, to satisfy the Registrable Amount an Underwritten Demand or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicable.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include If any or all holder of its Registrable Securities in disapproves of the terms of the underwriting of a registration statement under paragraphs 1(c) or 1(d) above, the Securities Act shall have the right holder may elect to withdraw any from such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior and the managing underwriters, which notice, to be effective, must be received by the Company at least five (5) business days before the anticipated effective date of such the applicable registration statement. In The Registrable Securities or other securities so withdrawn from such underwritten offering shall also be withdrawn from such registration; provided that if by the event withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other holders of Registrable Securities may be included in such registration (up to the maximum of any such withdrawallimitation imposed by the managing underwriters), then the Company shall not include in the registration in place of such withdrawn Registrable Securities such additional Registrable Securities held by other holders whose Registrable Securities were excluded pursuant to limitations by the managing underwriters pursuant to paragraphs 1(c) and 1(d) above, in the same proportion (among the group of such holders of previously excluded Registrable Securities) as such Registrable Securities in the applicable were excluded pursuant to such managing underwriters’ limitation (with no more Registrable Securities being so included than were withdrawn). Any securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration and such Registrable Securities shall continue not be transferred in a public distribution prior to be Registrable Securities for all purposes 180 days after the effective date of this Agreementsuch registration, or such shorter period of time as the underwriters may require. No such withdrawal shall affect The Company may at any time withdraw or abandon any registration statement which triggers the obligations provisions of the Company with respect paragraph 1(a) without any liability to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableany holder.

Withdrawal Rights. Any Shareholder having notified ​ A stockholder may withdraw Shares tendered pursuant to the Offer at any time on or directed prior to the Company to include any or all of its Registrable Securities Expiration Date, as described in a registration statement under the Securities Act shall have the this Section 4. This right to withdraw will not, however, apply to Shares tendered in any subsequent offering period, if one is provided. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein. However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to promptly pay the consideration offered or return the Shares deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. For a withdrawal of Shares to be effective, a written notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as discussed above), unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 — “Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or direction otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to the Depositary prior to the physical release of such certificates. No withdrawal rights will apply to Shares tendered during a subsequent offering period, and no withdrawal rights will apply during any subsequent offering period with respect to Shares tendered in the Offer and accepted for payment. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole and absolute discretion, which determination shall be final and binding on all parties, subject to the right of any such party to dispute such determination in a court of competent jurisdiction. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or all waived. None of Celgene, Purchaser, the Depositary, the Information Agent, the Dealer Manager or any of their respective affiliates or assigns or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares TABLE OF CONTENTS​ properly withdrawn will be deemed not to have been validly tendered for purposes of the Registrable Securities designated Offer. However, withdrawn Shares may be retendered by it following one of the procedures for registration by giving written notice to such effect to the Company tendering Shares described in Section 3 — “Procedures for Tendering Shares” at any time prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableExpiration Date.

Withdrawal Rights. Any Shareholder The Investor having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company prior to the effective date of such registration statementstate ment. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registration, if such withdrawal with drawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Requisite Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Section 5.3, and within ten five (105) calendar business days following the mailing effectiveness of such notice, such Shareholders still seeking registration shalleither the Company or the holders of a majority of the Registrable Securities sought to be registered may, by written notice notices made to each holder of Registrable Securities sought to be registered and the Company, elect to register additional Registrable Securitiesrespectively, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten five (105) business day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. If a Requesting Shareholder Any registration statement withdrawn or not filed (i) in accordance with respect an election by the Company, (ii) in accordance with an election by the Investor pursuant to a particular Section 5.1(e) hereof, (iii) in accordance with an election by the Demanding Investor prior to the effectiveness of the applicable Demand Registration Statement or (iv) in accordance with an election by the Investor subsequent to the effectiveness of the applicable Demand Registration Statement, if any post-effective amendment or supplement to the applicable Demand Registration Statement contains adverse information regarding the Company shall not be counted as a Demand. Except as set forth in clause (iv) of the previous sentence any Demand withdrawn in accordance with an election by the Investor subsequent to the effectiveness of the applicable Demand Registration Statement shall be counted as a Demand Shareholder who has elected to effect an Underwritten Offering pursuant unless the Investor reimburses the Company for its reasonable out-of-pocket expenses (but, without implication that the contrary would otherwise be true, not including any Internal Expenses, as defined in Section 5.6 hereof) related to the Shelf Registration Statement) withdraws its notification or direction to preparation and filing of such registration statement (in which event such registration statement shall not be counted as a Demand hereunder). Upon the written request of the Investor, the Company to include its Registrable Securities shall promptly prepare a definitive statement of such out-of-pocket expenses in a connection with such registration statement in order to assist such holders with a determination in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicablenext preceding sentence.

Withdrawal Rights. (a) Any Shareholder Stockholder having notified or directed the Company delivered a Demand ----------------- Notice to include any or all of its Registrable Securities in a registration statement under the Securities Act Demand Registration pursuant to Section 2.1 shall have the right to withdraw any such Demand Notice in the following circumstances by giving the Company written notice or direction of such withdrawal (a "Withdrawal Notice") within the time provided and prior to the effectiveness of the related registration statement: (i) the Company has given a Delay Notice and the Withdrawal Notice is given within 30 days after the receipt by such Stockholder of such Delay Notice; (ii) a registration statement has not become effective within 120 days after the date of termination of a Deferral Period with respect to any or all which such Stockholder elected not to give a Withdrawal Notice and the Withdrawal Notice pursuant to this clause (ii) is given within 3 Business Days after the end of such 120-day period; and (iii) a registration statement with respect to which there has been no Deferral Period has not become effective within 120 days after the date of receipt of the Registrable Securities designated by it for registration by giving written notice to such effect to related Demand Notice and the Company prior to Withdrawal Notice is given within 3 Business Days after the effective date end of such registration statement120-day period. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company with respect to the any Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten . (10b) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount Any Stockholder having notified or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to directed the Company to include any or all of its Registrable Securities in a registration statement in accordance pursuant to Section 2.2 shall have the right to withdraw any such notice or direction with this Section 5.4 (but only if such withdrawal is in respect of to any or all of the Registrable Securities designated for registration thereby by giving written notice to such Shareholder for effect to the Company prior to the effective date of such registration). In the event of any such withdrawal, the Company shall not include such Registrable Securities in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its registration and such Registrable Securities pursuant shall continue to be Registrable Securities hereunder. No such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at withdrawal shall affect the time obligations of the completion of such Demand Registration or Underwritten Offering, Company with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required respect to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s any Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicablenot so withdrawn.

Withdrawal Rights. Any Shareholder Affiliated Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that PROVIDED THAT in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Requisite Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar business days following the mailing of such notice, such Shareholders still seeking registration shalleither the Company or the holders of a majority, in number of shares, of the Registrable Securities sought to be registered may, by written notice notices made to the Company, elect to register additional Registrable Securities, when taken together with elections to register Company and each holder of Registrable Securities by their Permitted Transfereessought to be registered, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) business day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a Any registration statement withdrawn or not filed (a) in accordance with this Section 5.4 an election by the Company, (but only if such withdrawal is b) in respect accordance with an election by the holders of all the majority, in number of shares, of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election sought to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities be registered pursuant to such Demand Registration pursuant to Section 1.1(g) hereof, or Underwritten Offering (assuming that market conditions would remain consistent, at c) in accordance with an election by the time holders of the completion majority of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities sought to be registered pursuant to such Demand Registration subsequent to the effectiveness of the applicable Demand Registration Statement, if any post-effective amendment or preparing supplement to the applicable Demand Registration Statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. Except as set forth in clause (c) of the previous sentence, any Demand withdrawn in accordance with an election by the Demanding Holders subsequent to the effectiveness of the applicable Demand Registration Statement shall be counted as a Demand unless the Demanding Holders reimburse the Company for such Underwritten Offering pursuant to such electionits reasonable out-of-pocket expenses (but, without implication that the contrary would otherwise be true, not including any Internal Expenses, as applicabledefined in Section 1.7 hereof) related to the preparation and filing of such registration statement (in which event such registration statement shall not be counted as a Demand hereunder). Upon the written request of a majority, by number of shares, of such Demanding Holders, the Company shall promptly prepare a definitive statement of such out-of-pocket expenses in connection with such registration statement in order to assist such Demanding Holders with a determination in accordance with the next preceding sentence.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company Corporation to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company Corporation prior to the effective date of such registration statement. In the event of any such withdrawal, the Company Corporation shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company Corporation with respect to the Registrable Securities not so withdrawn; withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company Corporation shall as promptly as practicable give each Shareholder Stockholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders Stockholders still seeking registration shall, by written notice to the CompanyCorporation, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) -calendar day period, the Company Corporation shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company Corporation shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) Stockholder withdraws its notification or direction to the Company Corporation to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if 4.1 with respect to a sufficient number of Common Shares so as to reduce the number of Registrable Securities requested to be included in such withdrawal is in respect of all of registration statement below the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)Amount, such Shareholder Stockholder shall be required to promptly reimburse the Company Corporation for all reasonable and documented out of pocket expenses incurred by the Company Corporation in connection with preparing for such the registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableSecurities.

Withdrawal Rights. Any Shareholder having notified or directed the Company Fortress to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company Fortress prior to the effective date of such registration statement. In the event of any such withdrawal, the Company Fortress shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company Fortress with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company Fortress shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the CompanyFortress, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company Fortress shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company Fortress shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If Any registration statement withdrawn or not filed (a) in accordance with an election by Fortress, (b) in accordance with an election by the Requesting Shareholders in the case of a Requesting Shareholder Demand Registration or by the requesting Demand Shareholders with respect to a particular Shelf Registration Statement or (c) in accordance with an election by Fortress subsequent to the effectiveness of the applicable Demand Registration (statement because any post-effective amendment or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant supplement to the Shelf applicable Demand Registration Statement) statement contains information regarding Fortress which Fortress deems adverse to Fortress, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company Fortress to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)6.4, such Shareholder shall be required to promptly reimburse the Company Fortress for all reasonable and documented expenses incurred by the Company Fortress in connection with preparing for such the registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableSecurities.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company Corporation to include any or all of its (and its Group’s) Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company Corporation prior to the effective date of such registration statement. In the event of any such withdrawal, the Company Corporation shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company Corporation with respect to the Registrable Securities not so withdrawn; withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company Corporation shall as promptly as practicable give each Shareholder Stockholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders Stockholders still seeking registration shall, by written notice to the CompanyCorporation, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Stockholder Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) -day period, the Company Corporation shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company Corporation shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) Stockholder withdraws its notification or direction to the Company Corporation to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if 3.4 with respect to a sufficient number of Common Shares so as to reduce the number of Registrable Securities requested to be included in such withdrawal is in respect of all of registration statement below the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)Amount, such Shareholder Stockholder shall be required to promptly reimburse the Company Corporation for all reasonable and documented expenses incurred by the Company Corporation in connection with preparing for such the registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableSecurities.

Withdrawal Rights. Any Shareholder having notified Although the Corporation’s charter states that transfer will not be allowed for less than $2,000, it has stated previously that it will allow such transfers for tender offers such as this one. See Schedule 14D-9 filed August 20, 2010. CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES? The Offer can be extended in our discretion. HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED? If we extend the offer, we will make a public announcement of the extension, not later than 9:00 a.m., Eastern Time, on the day after the day on which the Offer was scheduled to expire. You can check our website at xxx.xxxx.xxx (click on MPF Tenders) to see if it has been extended, or directed check the Company SEC’s XXXXX database. WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? There are no conditions to include the offer based on a minimum number of Shares tendered, the availability of financing, or the success of the offer. However, we may not be obligated to purchase any Shares if certain conditions occur, such as legal or government actions which would prohibit the purchase. Furthermore, we are not obligated to purchase any Shares which are validly tendered if, among other things, there is a material adverse change in the Corporation or its business. Please see the discussion in Section 13, Conditions of the Offer, for a description of all conditions. Further, by tendering your Shares, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. WHEN WILL YOU PAY ME FOR THE SHARES I TENDER? Upon the Expiration of its Registrable Securities in the Offer and our acceptance of the Shares you tender, we will pay you upon the earlier of receipt of your share certificates or confirmation from the Corporation that you own the Shares. HOW DO I TENDER MY SHARES? To tender your Shares, you must deliver a registration statement under completed Assignment Form, to the Securities Act shall Depositary at: XxxXxxxxx Xxxxxxxxx Xxxxxx, XX, 0000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000 (Telephone: 000-000-0000; Facsimile Transmission: 925-631-9119), no later than the time the Offer expires. UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? You can withdraw previously tendered Shares at any time until the Offer has expired and, if we have not agreed to accept your Shares for payment by August 6, 2011, you can withdraw them at any time after such time until we do accept your Shares for payment. HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? To withdraw Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary while you still have the right to withdraw the Shares. WHAT DOES THE CORPORATION THINK OF THE OFFER? The Purchasers have not sought the approval or disapproval of the Corporation. The Corporation may be expected to respond with the Corporation’s position on the offer in the next two weeks. WILL THE CORPORATION CONTINUE AS A PUBLIC COMPANY? Yes. The Corporation reported 32,800 holders of its outstanding Shares as of the date of its most recent annual report, so this Offer cannot result in the Corporation no longer being a public company. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? The Purchasers do not believe that Shares held by non-tendering Shareholders will be affected by the completion of the offer. WHAT ARE THE PURCHASERS’ FUTURE INTENTIONS CONCERNING THE CORPORATION? The Purchasers have no present intention to seek control of the Corporation or to change the management or operations of the Corporation. The Purchasers do not have any such notice present intention to take action in connection with the liquidation of the Corporation or direction with any extraordinary transaction concerning the Corporation or its assets. Although the Purchasers do not have any present intention to take any action with respect to any management or all control of the Registrable Securities designated Corporation, the Purchasers reserve the right, at an appropriate time, to exercise their rights as shareholders to vote on matters subject to a shareholder vote, including any vote affecting the sale of the Corporation’s assets and the liquidation and dissolution of the Corporation. Thus, if the Purchasers purchase a significant number of the outstanding Shares of the Corporation (pursuant to this and any other tender offers and other purchases), they may be in a position to control the Corporation by it virtue of being able to vote in board of directors elections and other matters requiring shareholder consent. WHAT IS THE MARKET VALUE OF MY SHARES? The Shares do not have a readily ascertainable market value, and neither the Shareholders nor the Purchasers have any accurate means for registration by giving written notice to such effect determining the actual present value of the Shares. According to the Company prior Corporation, “There is no public market for shares of our common stock and we currently have no obligation or plans to apply for listing on any public trading market.” (Quarterly Report on Form 10-Q for the period ending March 31, 2011). The Purchasers’ review of independent secondary market reporting publications such as The Xxxxxxx Report and The Direct Investments Spectrum (formerly The Partnership Spectrum), reported no trading prices on secondary markets during the Spring 2011 and no trading prices on secondary markets in Mar/Apr 2011, respectively. Xxxxxx Xxxxx of Strategic Shareholder Liquidity Fund, LLC, Strategic Shareholder Liquidity Fund Operator, LLC, and Stonerise Capital Management Master Fund, LP purchased approximately 35,780 shares at $3 through a tender offer that expired on November 12, 2010. The information published by these independent sources is believed to be the product of their private market research and does not constitute the comprehensive transaction reporting of a securities exchange. Accordingly, the Purchasers do not know whether the foregoing information is accurate or complete. The Corporation has a share redemption program that is currently redeeming shares. The price the program will pay is $8.45 per Share, but importantly, the redemptions are subject to the effective date “Redemption Caps,” which have limited redemptions to approximately 12%, 8%, 7%, and 7% of such registration statementthe shares each stockholder requested to be redeemed for the previous four quarters. In Although there can be no certainty as to the event actual present value of the Shares, the Corporation estimates that the Shares have an estimated value of approximately $8.45 per Share. It should be noted, that the Purchasers have not made an independent appraisal of the Shares or the Corporation’s properties, and are not qualified to appraise real estate. Further, the Corporation’s estimate is based upon a number of assumptions and there can be no assurance that this estimate accurately reflects an approximate value of the Shares or that the actual amounts which may be realized by Shareholders for the Shares may not vary substantially from this estimate. TO WHOM CAN I TALK IF I HAVE QUESTIONS ABOUT THE TENDER OFFER? You can call XxxXxxxxx Xxxxxxxxx Xxxxxx, XX, toll-free, at 000-000-0000. INTRODUCTION The Purchasers hereby offer to purchase 10,000,000 Shares at a purchase price of $4 per Share (“Offer Price”), less the amount of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company dividends declared or paid with respect to the Registrable Securities not so withdrawn; providedShares between June 7, however2011, that and the Expiration Date, in cash, without interest, upon the terms and subject to the conditions set forth in the case Offer. The Purchasers are unaware of a Demand Registrationany dividends declared or paid since June 7, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such 2011. Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by who tender their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement Shares will not be filed orobligated to pay any Corporation transfer fees, if theretofore filedor any other fees, be withdrawnexpenses or commissions in connection with the tender of Shares. During The Purchasers will pay all such ten (10) day periodcosts and all charges and expenses of the Depositary, an affiliate of certain of the Company shall not file such registration statement if not theretofore filed orPurchasers, if such registration statement has been theretofore filedas depositary in connection with the Offer. For further information concerning the Purchasers, see Section 11 below and Schedule I. None of the Company shall not seekPurchasers or the Depositary is affiliated with the Corporation or the Corporation’s management. The address of the Corporation’s principal executive offices is 000 Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, and shall use commercially reasonable efforts to preventits phone number is (000) 000-0000 The Purchasers have set the Offer Price at $4 per Share, less the effectiveness thereof. If a Requesting Shareholder amount of any dividends declared or made with respect to the Shares between June 7, 2011 and the Expiration Date. In determining the Offer Price, the Purchasers analyzed a particular Demand Registration number of quantitative and qualitative factors, including: (or i) the lack of a Demand Shareholder who has elected to effect secondary market for resales of the Shares and the resulting lack of liquidity of an Underwritten Offering pursuant investment in the Corporation; (ii) the estimated value of the Corporation’s real estate assets; and (iii) the costs to the Shelf Registration Statement) withdraws Purchasers associated with acquiring the Shares. The Corporation made the following statements in its notification Quarterly Report on Form 10-Q for the period ending March 31, 2011: “There is no public market for shares of our common stock and we currently have no obligation or direction plans to apply for listing on any public trading market.” The lack of any public market for the sale of Shares means that Shareholders have limited alternatives if they seek to sell their Shares. As a result of such limited alternatives for Shareholders, the Purchasers may not need to offer as high a price for the Shares as they would otherwise. On the other hand, the Purchasers take a greater risk in establishing a purchase price as there is no prevailing market price to be used for reference and the Purchasers themselves will have limited liquidity for the Shares upon consummation of the purchase. The Purchasers’ review of independent secondary market reporting publications such as The Xxxxxxx Report and The Direct Investments Spectrum (formerly The Partnership Spectrum), reported no trading prices on secondary markets during the Spring 2011 and no trading prices on secondary markets in Mar/Apr 2011, respectively. Xxxxxx Xxxxx of Strategic Shareholder Liquidity Fund, LLC, Strategic Shareholder Liquidity Fund Operator, LLC, and Stonerise Capital Management Master Fund, LP purchased approximately 35,780 shares at $3 through a tender offer that expired on November 12, 2010. The information published by these independent sources is believed to be the product of their private market research and does not constitute the comprehensive transaction reporting of a securities exchange. Accordingly, the Purchasers do not know whether the foregoing information is accurate or complete. The Purchasers are unaware of any other recent trading prices. The Purchasers are offering to purchase Shares which are an illiquid investment and are not offering to purchase the Corporation’s underlying assets. The underlying asset value of the Corporation is one factor used by the Purchasers in arriving at the Offer Price. Although there can be no certainty as to the Company actual present value of the Shares, the Corporation estimates that the Shares have an estimated value of approximately $8.45 per Share. It should be noted, that the Purchasers have not made an independent appraisal of the Shares or the Corporation’s properties, and are not qualified to include its Registrable Securities in appraise real estate. Further, the Corporation’s estimate is based upon a registration statement in accordance number of assumptions and there can be no assurance that this estimate accurately reflects an approximate value of the Shares or that the actual amounts which may be realized by Shareholders for the Shares may not vary substantially from this estimate. As mentioned above, the Corporation has a share redemption program that is currently redeeming shares. The price the program will pay is $8.45 per Share, but importantly, the redemptions are subject to the “Redemption Caps,” which have limited redemptions to approximately 12%, 8%, 7%, and 7% of the shares each stockholder requested to be redeemed for the previous four quarters. The Offer Price represents the price at which the Purchasers are willing to purchase Shares. The Purchasers arrived at the $4 Offer Price by applying a liquidity discount to the Corporation’s estimate of the per share value. The Purchasers apply such a discount with this Section 5.4 (but only if the intention of making a profit by holding on to the Shares until the Corporation is liquidated, hopefully at close to the full value. No independent person has been retained to evaluate or render any opinion with respect to the fairness of the Offer Price and no representation is made by the Purchasers or any affiliate of the Purchasers as to such withdrawal is in respect fairness. Other measures of the value of the Shares may be relevant to Shareholders. Shareholders are urged to consider carefully all of the Registrable Securities designated by such Shareholder for such registration)information contained herein and consult with their own advisers, tax, financial or otherwise, in evaluating the terms of the Offer before deciding whether to tender Shares. The Offer is not made with any current view toward or plan or purpose of acquiring Shares in a case where such Shareholder made series of successive and periodic offers. Nevertheless, the applicable Demand or applicable election Purchasers reserve the right to effect an Underwritten Offering gauge the response to this solicitation, and, if not successful in purchasing 10,000,000 Shares pursuant to this Offer, may consider future offers. Factors affecting the Shelf Registration Statement without having Purchasers’ future interest in acquiring additional Shares include, but are not limited to, the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time relative success of the completion current Offer, any increase or decrease in the availability of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company capital for all reasonable and documented expenses incurred investment by the Company Purchasers and their investment fund affiliates, the current diversification and performance of each affiliated fund’s portfolio of real estate interests, the development of any public market in connection with preparing the Shares or actions by unrelated parties to tender for such registration or purchase Shares, the status of such Shareholderand changes and trends in the Corporation’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such electionoperations, as applicableannouncement of pending property sales and the proposed terms of sales, and local and national real estate and financial market developments and trends.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company at least five (5) business days prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Requisite Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Section 5.03, and within ten five (105) calendar business days following the mailing effectiveness of such notice, such Shareholders still seeking registration shalleither the Company or the holders of a majority of the Registrable Securities sought to be registered may, by written notice notices made to each holder of Registrable Securities sought to be registered and the Company, elect to register additional Registrable Securitiesrespectively, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten five (105) business day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a Any registration statement withdrawn or not filed (i) in accordance with this Section 5.4 an election by the Company, (but only if such withdrawal is ii) in respect accordance with an election by the holders of all the majority of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election sought to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities be registered pursuant to such Demand Registration or Underwritten Offering held by all the Demanding holders pursuant to Section 5.01(e) hereof, (assuming that market conditions would remain consistent, at iii) in accordance with an election by the time holders of the completion majority of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding holders prior to the effectiveness of the applicable Demand Registration Statement or preparing for such Underwritten Offering pursuant to such election, as applicable.(iv) in accordance with an election by the holders of the majority of the Registrable

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) -day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if with respect to a sufficient number of shares so as to reduce the number of Registrable Securities requested to be included in such withdrawal is in respect of all of registration statement below the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)Amount, such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such the registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableSecurities.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder Stockholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders Stockholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transfereeseach such other Stockholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) ten-day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Stockholders in the case of a Requesting Shareholder Demand Registration or by the requesting Demand Stockholders with respect to a particular Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration (statement because any post-effective amendment or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant supplement to the Shelf applicable Demand Registration Statement) statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Stockholder withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)3.4, such Shareholder Stockholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such the registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableSecurities.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder Stockholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders Stockholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) -day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) Stockholder withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if 2.4 with respect to a sufficient number of shares so as to reduce the number of Registrable Securities requested to be included in such withdrawal is in respect of all of registration statement below the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)Amount, such Shareholder Stockholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such the registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableSecurities.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder Stockholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing delivery of such notice, such Shareholders Stockholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) -day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) Stockholder withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if 2.4 with respect to a sufficient number of shares so as to reduce the number of Registrable Securities requested to be included in such withdrawal is in respect of all of registration statement below the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)Amount, such Shareholder Stockholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such the registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableSecurities.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include Tendered Shares may be withdrawn at any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company time prior to the effective date of such registration statementExpiration Date only by following the procedures described below. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No such Any notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in withdrawn and the name of the registered holder of the Shares to be withdrawn as set forth on such registration below Share Certificates if different from the Registrable Amountname of the person who tendered such Shares. If Share Certificates have been delivered or otherwise identified to the Depositary, then then, prior to the Company shall as promptly as practicable give each Shareholder seeking physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be furnished to register Registrable Securities notice to such effect the Depositary and, within ten (10) calendar days following the mailing of unless such notice, such Shareholders still seeking registration shall, Shares have been tendered by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day periodan Eligible Institution, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, signatures on the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereofnotice of withdrawal must be guaranteed by an Eligible Institution. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering Shares have been delivered pursuant to the Shelf Registration Statement) withdraws its notification or direction procedures for book-entry transfer described in Section 2 above, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with such withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's procedures for withdrawal, in which case a notice of withdrawal will be effective if delivered to the Company Depositary by any method of delivery described in the first sentence of this paragraph. All questions as to include the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser in its Registrable Securities sole discretion, and its determination will be final and binding. None of Purchaser, Parent, Ocean Group, the Dealer Manager, the Depositary, the Information Agent, or any other person will be obligated to give notice of any defects or irregularities in a registration statement in accordance with this Section 5.4 (but only if any notice of withdrawal, nor will any of them incur any liability for failure to give any such withdrawal is in respect notice. Withdrawals of all tendered Shares may not be rescinded, and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Registrable Securities designated Offer. However, withdrawn Shares may be retendered by such Shareholder for such registration), following one of the procedures described in a case where such Shareholder made the applicable Demand Section 2 above at any time on or applicable election to effect an Underwritten Offering pursuant prior to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableExpiration Date.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, howeverthat, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered Annex A-10 notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders holder of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Stockholders in the case of a Requesting Shareholder Demand Registration or by Fortress or Greenhill or their respective Permitted Transferees with respect to a particular Demand Registration Xxxxx Xxgistration Statement, or (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statementc) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect an election by the Company subsequent to the effectiveness of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand registration statement because any post-effective amendment or applicable election to effect an Underwritten Offering pursuant supplement to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such applicable Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse registration statement contains information regarding the Company for all reasonable and documented expenses incurred by which the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant deems adverse to such Demand Registration or preparing for such Underwritten Offering pursuant to such electionthe Company, shall not be counted as applicablea Demand.

Withdrawal Rights. Any Shareholder Holder of Registrable Securities, having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act Act, shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Requisite Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Holder of Registrable Securities so to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Section, and within ten (10) calendar five business days following the mailing effectiveness of such notice, such Shareholders still seeking registration shalleither the Company or the Holders of a majority of the Registrable Securities may, by written notice to each Holder of Registrable Securities or the Company, elect to register additional Registrable Securitiesrespectively, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be *CONFIDENTIAL TREATMENT REQUESTED 9. <PAGE> filed or, if theretofore filed, be withdrawn. During such ten (10) five business day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a Any registration statement not filed or withdrawn in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable an election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company or the Holders of Registrable Securities shall not be counted as a Demand for purposes of Section 2 hereof provided, that such Holders requesting a withdrawal shall pay the Company's actual expenses incurred in connection with preparing for any such withdrawn registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicablestatement.

Withdrawal Rights. Any Shareholder having notified ​ A stockholder may withdraw Shares tendered pursuant to the Offer at any time on or directed prior to the Company to include any or all of its Registrable Securities Expiration Date, as described in a registration statement under the Securities Act shall have the this Section 4. This right to withdraw will not, however, apply to Shares tendered in any subsequent offering period, if one is provided. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein. However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to promptly pay the consideration offered or return the Shares deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. For a withdrawal of Shares to be effective, a written notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as discussed above), unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 — “Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or direction otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to the Depositary prior to the physical release of such certificates. No withdrawal rights will apply to Shares tendered during a subsequent offering period, if one is provided, and no withdrawal rights will apply during any subsequent offering period with respect to Shares tendered in the Offer and accepted for payment. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole and absolute discretion, which determination shall be final and binding on all parties, subject to the right of any such party to dispute such determination in a court of competent jurisdiction. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or all waived. None of Comtech, Purchaser, the Depositary, the Information Agent or any of their respective affiliates or assigns or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Registrable Securities designated Offer. However, withdrawn Shares may be retendered by it following one of the procedures for registration by giving written notice to such effect to the Company tendering Shares described in Section 3 — “Procedures for Tendering Shares” at any time prior to the effective date of such registration statementExpiration Date. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicable.TABLE OF CONTENTS​

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders holder of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transfereesits Affiliates, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Requesting Demand Registration or by the Shareholder or Permitted Transferee thereof (to the extent a Shareholder hereunder) with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration StatementStatement or (c) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect an election by the Company subsequent to the effectiveness of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand Registration statement because any post-effective amendment or applicable election to effect an Underwritten Offering pursuant supplement to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such applicable Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse statement contains information regarding the Company for all reasonable and documented expenses incurred by which the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant deems adverse to such Demand Registration or preparing for such Underwritten Offering pursuant to such electionthe Company, shall not be counted as applicablea Demand.

Withdrawal Rights. Any Affiliated Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Requisite Amount, then the Company shall shall, as promptly as practicable practicable, give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar business days following the mailing of such notice, such Shareholders still seeking registration shalleither the Company or the holders of thirty percent (30%), in number of shares, of the Registrable Securities sought to be registered may, by written notice notices made to the Company, elect to register additional Registrable Securities, when taken together with elections to register Company and each holder of Registrable Securities by their Permitted Transfereessought to be registered, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) business day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially its reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a Any registration statement withdrawn or not filed (a) in accordance with this Section 5.4 an election by the Company, (but only if such withdrawal is b) in respect accordance with an election by the holders of all thirty percent (30%), in number of shares, of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election sought to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities be registered pursuant to such Demand Registration pursuant to Section 2.1(f) hereof, or Underwritten Offering (assuming that market conditions would remain consistent, at c) in accordance with an election by the time holders of thirty percent (30%) of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities sought to be registered pursuant to such Demand Registration subsequent to the effectiveness of the applicable Demand Registration Statement because any post-effective amendment or preparing supplement to the applicable Demand Registration Statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand, Except as set forth in clause (c) of the previous sentence, any Demand withdrawn in accordance with an election by the Demanding Holders subsequent to the effectiveness of the applicable Demand Registration Statement shall be counted as a Demand unless the Demanding Holders reimburse the Company for such Underwritten Offering pursuant to such electionits reasonable out-of-pocket expenses (but, without implication that the contrary would otherwise be true, not including any Internal Expenses, as applicabledefined in Section 2.6 hereof) related to the preparation and filing of such registration statement (in which event such registration statement shall not be counted as a Demand hereunder). Upon the written request of thirty percent (30%), by number of shares, of such Demanding Holders, the Company shall promptly prepare a definitive statement of such out-of-pocket expenses in connection with such registration statement in order to assist such Demanding Holders with a determination in accordance with the preceding sentence.

Withdrawal Rights. Any Shareholder Holder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act or an Underwritten Offering shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration or offering, as applicable, by giving written notice to such effect to the Company prior to the effective date of such registration statementstatement or the pricing date of such Underwritten Offering, as applicable. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration or Underwritten Offering and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement (subject to the other terms and conditions of this Agreement). No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Demand Shareholder seeking to register Registrable Securities notice to such effect andeffect, and within ten (10) calendar five days following the mailing delivery of such notice, such Shareholders Demand Shareholder still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or (provided that such election shall cause such transaction to remain counted towards the limitation on Demands in Section 2.2(a))or elect that such registration statement not be filed orfiled, or if theretofore filed, be withdrawn. During such ten (10) five-day period, the Company shall not file such registration statement if not theretofore filed orfiled, or if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular No Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering withdrawn pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect 2.4 shall count against the number of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder Demands which may have been made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableunder Section 2.2(a) hereof.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration registra- tion and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Requisite Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Section 5.03, and within ten five (105) calendar business days following the mailing effectiveness of such notice, such Shareholders still seeking registration shalleither the Company or the holders of a majority of the Registrable Securities sought to be registered may, by written notice notices made to each holder of Registrable Securities sought to be registered and the Company, elect to register additional Registrable Securitiesrespectively, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten five (105) business day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a Any registration statement withdrawn or not filed (i) in accordance with this Section 5.4 an election by the Company, (but only if such withdrawal is ii) in respect accordance with an election by the holders of all the majority of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election sought to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities be registered pursuant to such Demand Registration or Underwritten Offering held by all the Demanding holders pursuant to Section 5.01(e) hereof, (assuming that market conditions would remain consistent, at iii) in accordance with an election by the time holders of the completion majority of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding holders prior to the effectiveness of the applicable Demand Registration Statement or preparing for such Underwritten Offering (iv) in accordance with an election by the holders of the majority of the Registrable Securities sought to be registered pursuant to such electionDemand Registration held by all the Demanding holders subsequent to the effectiveness of the applicable Demand Registration Statement, if any post-effective amendment or supplement to the applicable Demand Registration Statement contains adverse information regarding the Company shall not be counted as a Demand. Except as set forth in clause (iv) of the previous sentence any Demand withdrawn in accordance with an election by the Demanding holders subsequent to the effectiveness of the applicable Demand Registration Statement shall be counted as a Demand unless the Stockholders reimburse the Company for its reasonable out-of-pocket expenses (but, without implication that the contrary would otherwise be true, not including any Internal Expenses, as applicabledefined below) related to the preparation and filing of such registration statement (in which event such registration statement shall not be counted as a Demand hereunder). Upon the written request of a majority of the Stockholders, the Company shall promptly prepare a definitive statement of such out-of-pocket expenses in connection with such registration statement in order to assist such holders with a determination in accordance with the next preceding sentence.

Withdrawal Rights. Any Shareholder having notified If more than 40 Shares have been properly tendered without checking the All or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable AmountNone Box, then the Company shall as promptly as practicable give each Shareholder seeking above description of proration will apply only to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing tenders of such noticeShares that do not have the All or None Box checked. For purposes of the Offer, such Shareholders still seeking registration shallthe Purchasers shall be deemed to have accepted for payment (and thereby purchased) tendered Shares when, by as and if the Purchasers give oral or written notice to the CompanyDepositary of the Purchasers’ acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, elect payment for Shares purchased pursuant to register additional Registrable Securitiesthe Offer will in all cases be made by deposit of the Offer Price with the Depositary, when taken together with elections which will act as agent for the tendering Shareholders for the purpose of receiving payment from the Purchasers and transmitting payment to register Registrable Securities tendering Shareholders. Under no circumstances will interest be paid on the Offer Price by their Permitted Transferees, reason of any delay in making such payment. If any tendered Shares are not purchased for any reason (other than due to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day periodproration as described above), the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder Assignment Form with respect to a particular Demand Registration (such Shares not purchased will be of no force or a Demand Shareholder who has elected to effect an Underwritten Offering effect. If, for any reason whatsoever, acceptance for payment of, or payment for, any Shares tendered pursuant to the Shelf Registration Statement) withdraws its notification Offer is delayed or direction the Purchasers are unable to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder accept for such registration)payment, in a case where such Shareholder made the applicable Demand purchase or applicable election to effect an Underwritten Offering pay for Shares tendered pursuant to the Shelf Registration Statement Offer, then, without having prejudice to the good faith intention Purchasers’ rights under Section 13, the Depositary may, nevertheless, on behalf of the Purchasers, retain tendered Shares and such Shares may not be withdrawn (but subject to complete compliance with Rule 14e-1(c) under the Exchange Act, which requires that the Purchasers pay the consideration offered or return the Shares deposited by or on behalf of the Shareholder promptly after the termination or withdrawal of a sale of its Registrable Securities tender offer), except to the extent that the tendering Shareholders are entitled to withdrawal rights as described in Section 4. If, prior to the Expiration Date, the Purchasers shall increase the consideration offered to Shareholders pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)Offer, such Shareholder increased consideration shall be required to promptly reimburse the Company paid for all reasonable and documented expenses incurred by the Company in connection with preparing Shares accepted for such registration of such Shareholder’s Registrable Securities payment pursuant to the Offer, whether or not such Demand Registration or preparing for such Underwritten Offering pursuant Shares were tendered prior to such election, as applicableincrease.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders holder of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transfereesits Affiliates, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Stockholders in the case of a Requesting Shareholder Demand Registration or by Fortress or Greenhill or their respective Permitted Transferees (in each case to the extent a Stockholder hereunder) with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration StatementStatement or (c) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect an election by the Company subsequent to the effectiveness of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand Registration statement because any post-effective amendment or applicable election to effect an Underwritten Offering pursuant supplement to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such applicable Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse statement contains information regarding the Company for all reasonable and documented expenses incurred by which the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant deems adverse to such Demand Registration or preparing for such Underwritten Offering pursuant to such electionthe Company, shall not be counted as applicablea Demand.

Withdrawal Rights. Any Shareholder having notified If more than 300 Units have been properly tendered without checking the All or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable AmountNone Box, then the Company shall as promptly as practicable give each Shareholder seeking above description of proration will apply only to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing tenders of such noticeUnits that do not have the All or None Box checked. For purposes of the Offer, such Shareholders still seeking registration shallthe Purchasers shall be deemed to have accepted for payment (and thereby purchased) tendered Units when, by as and if the Purchasers give oral or written notice to the CompanyDepositary of the Purchasers’ acceptance for payment of such Units pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, elect payment for Units purchased pursuant to register additional Registrable Securitiesthe Offer will in all cases be made by deposit of the Offer Price with the Depositary, when taken together with elections which will act as agent for the tendering Unit holders for the purpose of receiving payment from the Purchasers and transmitting payment to register Registrable Securities tendering Unit holders. Under no circumstances will interest be paid on the Offer Price by their Permitted Transferees, reason of any delay in making such payment. If any tendered Units are not purchased for any reason (other than due to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day periodproration as described above), the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder Letter of Transmittal with respect to a particular Demand Registration (such Units not purchased will be of no force or a Demand Shareholder who has elected to effect an Underwritten Offering effect. If, for any reason whatsoever, acceptance for payment of, or payment for, any Units tendered pursuant to the Shelf Registration Statement) withdraws its notification Offer is delayed or direction the Purchasers are unable to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder accept for such registration)payment, in a case where such Shareholder made the applicable Demand purchase or applicable election to effect an Underwritten Offering pay for Units tendered pursuant to the Shelf Registration Statement Offer, then, without having prejudice to the good faith intention Purchasers’ rights under Section 13, the Depositary may, nevertheless, on behalf of the Purchasers, retain tendered Units and such Units may not be withdrawn (but subject to complete compliance with Rule 14e-1(c) under the Exchange Act, which requires that the Purchasers pay the consideration offered or return the Units deposited by or on behalf of the Unit holder promptly after the termination or withdrawal of a sale of its Registrable Securities tender offer), except to the extent that the tendering Unit holders are entitled to withdrawal rights as described in Section 4. If, prior to the Expiration Date, the Purchasers shall increase the consideration offered to Unit holders pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made)Offer, such Shareholder increased consideration shall be required to promptly reimburse the Company paid for all reasonable and documented expenses incurred by the Company in connection with preparing Units accepted for such registration of such Shareholder’s Registrable Securities payment pursuant to the Offer, whether or not such Demand Registration or preparing for such Underwritten Offering pursuant Units were tendered prior to such election, as applicableincrease.

Withdrawal Rights. Any Shareholder holder of Registrable Securities having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act (whether pursuant to Section 2 or 3 hereof) shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registrationregistration pursuant to Section 2 hereof, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Requisite Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities so to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Section, and within ten (10) calendar five business days following the mailing effectiveness of such notice, such Shareholders still seeking registration shalleither the Company or the holders of a majority of the Registrable Securities may, by written notice to each holder of Registrable Securities or the Company, elect to register additional Registrable Securitiesrespectively, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) five business day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a Any registration statement not filed or withdrawn in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable an election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration or the holders of such Shareholder’s Registrable Securities pursuant to such shall not be counted as a Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicablepurposes of Section 2 hereof.

Withdrawal Rights. Any Shareholder having notified In addition to the basic terms and conditions set out under 4.1 hereinabove and elsewhere in this Agreement in relation to withdraws, you note and understand the following: a. We shall strive to effect your withdrawal request within one (1) hour to four (4) hours of the request barring factors beyond our control; b. Withdrawal must be made from the SIM card that started the fundraiser during registration or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all verifiable payment method listed under your profile and any deviation from this condition would require our investigation; Charity Wave Fundraising Terms of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. Use 6 c. In the event your Mobile Phone and/or SIM card is lost, you acknowledge that you shall, and it is your responsibility to, obtain a replacement of your Mobile Phone and/or SIM card from your mobile operator for you to effect a withdrawal where you set a mobile number as your withdrawal payment method; d. In the event you are incapacitated to the extent of inability to withdraw from your Mobile Phone, or any such withdrawalother listed payment methods under your account you agree that: I. You can personally appear at Charity Wave Fundraising offices with satisfactory evidence of your identity as proof that you started the fundraiser as well as a medical form from a competent medical practitioner to prove that you are incapacitated to the extent of inability to withdraw from your Mobile Phone. II. If there were treasurers in the fundraiser we would require them to confirm the said incapacitation I. The Claimant's original national identification card or passport; II. The deceased person's death certificate; III. A Statutory declaration (Affidavit), being a document witnessed by a commissioner for oaths stating certain facts including the Claimant's relation to the deceased; and IV. A letter from provincial administration, being a letter from the chief, DC or PC confirming certain details about the deceased person and his beneficiaries. The confirmation will include the full names of the deceased, the Company shall not include such Registrable Securities in area where the deceased was from and ALL the persons who are beneficiaries of the estate of the deceased; or V. Confirmation of Grant of Letters of Administration where the deceased person died intestate or Confirmation of Grant of Probate where the deceased person died testament pursuant and subject to the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicablesuccession laws.

Withdrawal Rights. Any Shareholder having Holder that has notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act pursuant to Subsections 2.1 or 2.2 shall have the right to withdraw any such notice or direction with respect to any or all of the such Registrable Securities designated by it for registration by giving written notice to such effect to the Company at least two days prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration registration, and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedprovided that, however, that in the case of a Demand Registrationregistration pursuant to Subsections 2.1(a) or (b), if such withdrawal shall reduce the number anticipated aggregate offering price of the Registrable Securities sought to be included in below $10 million as of such registration below the Registrable Amountdate, then the Company shall as promptly as practicable give each Shareholder seeking to register Holder of Registrable Securities sought to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Subsection 2.4, and within ten five (105) calendar business days following after such notice either the mailing Company or the Holders of such notice, such Shareholders still seeking registration shalla majority of the Registrable Securities sought to be registered may, by written notice made to each Holder of Registrable Securities sought to be registered and the Company, elect to register additional Registrable Securitiesas applicable, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten period of five (105) day periodbusiness days, the Company shall not file such registration statement if not theretofore filed filed, or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. If Any request for registration that is withdrawn by an Initiating Holder prior to the effectiveness of the applicable registration statement shall be counted as a Requesting Shareholder with respect registration pursuant to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated Notice by such Shareholder Initiating Holder for the purposes of Subsection 2.1 unless such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse Initiating Holder reimburses the Company for all its reasonable out-of- pocket Registration Expenses relating to the preparation and documented expenses incurred by filing of such registration statement (in which event such registration statement shall not be counted as “effected” for purposes of Subsection 2.1). Notwithstanding the foregoing, if a withdrawal of a request for registration is made (A) because of a material adverse change in the business, operations, financial condition or prospects of the Company, or (B) because of a postponement of such registration pursuant to Subsection 2.1(c), or (C) because the Company shall fail to file the registration statement within the time period specified by this Agreement other than as a result of a postponement pursuant to Subsection 2.1(c), then such withdrawal shall not be counted as a registration pursuant to a Demand Notice by such Initiating Holder for the purposes of Subsection 2.1, and the Company shall pay all Registration Expenses in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicabletherewith.

Withdrawal Rights. Any Shareholder having notified or directed the Company Holdco to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company Holdco prior to the effective date of such registration statement. In the event of any such withdrawal, the Company Holdco shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company Holdco with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company Holdco shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days Business Days following the mailing of such notice, such Shareholders holder of Registrable Securities still seeking registration shall, by written notice to the CompanyHoldco, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their its Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day Business Day period, the Company Holdco shall not file such registration statement if not theretofore filed or, if such registration statement has already been theretofore filed, the Company Holdco shall not seek, and shall use commercially reasonable best efforts to prevent, the effectiveness thereof. If a Any registration statement withdrawn or not filed (a) in accordance with an election by Holdco, (b) in accordance with an election by the Requesting Shareholder in the case of a Demand Registration or with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration StatementStatement or (c) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect an election by Holdco subsequent to the effectiveness of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand registration statement because any post-effective amendment or applicable election to effect an Underwritten Offering pursuant supplement to the Shelf Registration Statement without having the good faith intention applicable Demand registration statement contains information regarding Holdco which Holdco deems adverse to complete Holdco, shall not be counted as a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableDemand.

Withdrawal Rights. Any Shareholder having notified What Does PJAM's Board of Directors Think of the Offer? PJAM's Board of Directors, by unanimous decision of those directors participating and based upon the unanimous recommendation of a Special Committee of independent directors: (1) determined that each of the Offer, the Merger and the Merger Agreement is advisable, fair to and in the best interests of, PJAM and its stockholders (other than the Purchaser and the members of the Investor Group); (2) approved the Offer, the Merger and the Merger Agreement and the transactions contemplated thereby; and (3) recommended that you accept the Offer and tender your Shares and, if applicable, approve and adopt the Merger Agreement and the Merger. See "Special Factors--Recommendation of the Special Committee and the Board; Fairness of the Offer and the Merger." Why Was the Special Committee Formed? The Investor Group will own all the outstanding Shares of PJAM after the Merger. Accordingly, the Board believed that a Special Committee of independent directors who are not officers or directed employees of PJAM and who have no financial interest in the Company transactions different from PJAM's stockholders generally should be formed to include any or all evaluate, negotiate, and, if appropriate, approve the Offer and the Merger. The Special Committee was also authorized to investigate other strategic alternatives, including a sale to a third party buyer. See "Special Factors--Background of its Registrable Securities the Offer" and "Special Factors--Related Party Transactions." Following the Offer, Will PJAM Continue as a Public Company? No. If the Merger takes place, PJAM will no longer be publicly owned. See "Special Factors--Plans for PJAM After the Offer and the Merger; Certain Effects of the Offer." Will the Offer Be Followed by a Merger if Not All of the Publicly Traded Shares of PJAM are Tendered in a registration statement under the Securities Act shall have Offer? Yes. Following the right Offer, the parties intend to withdraw any such notice or direction merge the Purchaser with respect to any or and into PJAM. If the Merger takes place, PJAM will be owned by the Investor Group, and all of the Registrable Securities designated by it for registration by giving written notice to such effect to remaining common stockholders of PJAM (other than the Company prior to Purchaser and members of the effective date of such registration statementInvestor Group) will receive $8.75 per Share in cash. In the event Merger, you may be entitled to demand appraisal of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue your Shares pursuant to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations Section 262 of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicable.Delaware General

Withdrawal Rights. Any Shareholder having notified or directed How Do I Withdraw Tendered AMPS Shares in the Company Offer? o To withdraw AMPS Shares, you must deliver a written notice of withdrawal (a form of which can be provided upon request from the Information Agent (as defined below)) with the required information to include any or all of its Registrable Securities in a registration statement under the Securities Act shall Depositary while you have the right to withdraw the AMPS Shares. If your AMPS Shares are held in street name by your broker, dealer, bank, trust company or other nominee, contact that firm to withdraw your tendered AMPS Shares. Withdrawals of tenders of AMPS Shares may not be rescinded, and any such notice AMPS Shares validly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn AMPS Shares may be retendered by following one of the procedures described in the section "The Offer-- Procedure for Tendering AMPS Shares" of this Offer at any time prior to the Expiration Date. See "The Offer--Withdrawal Rights." Will I Have to Pay Taxes if the Fund Purchases My AMPS Shares in the Offer? o Generally, your sale of AMPS Shares pursuant to the Offer will be a taxable transaction for federal income tax purposes and may also be a taxable transaction under applicable state, local and foreign tax laws. For federal income tax purposes, the sale of AMPS Shares for cash will be treated either as (1) a sale or direction exchange of AMPS Shares, or (2) a distribution with respect to any or all your AMPS Shares, potentially taxable as a dividend. See "The Offer--Material Tax Considerations." You are urged to consult with your own tax advisor to determine the tax consequences of participating in the Offer. What Is the Purpose of the Registrable Securities designated by it Offer? o The Fund issued the AMPS Shares for registration by giving written notice purposes of investment leverage to such effect augment the amount of investment capital available for use in the pursuit of its investment objectives. Through the use of leverage, the Fund, similar to other closed-end funds, sought to enhance the distributions and investment return available over time to the Company holders of its common shares by earning a rate of portfolio return (which includes the return related to investments made with the proceeds from leverage) that exceeds the leverage costs, typically over the long term. Under market conditions as they existed prior to the effective date first quarter of such registration statement2008, dividend rates on the AMPS Shares for each rate period were set at the market clearing rate determined through an auction process maintained and administered by unaffiliated broker-dealers that brought together bidders, who sought to buy AMPS Shares, and holders of AMPS Shares, who sought to sell their AMPS Shares. The terms of the AMPS Shares generally provide that, if an auction fails to establish a market clearing rate (because of an imbalance of sell orders over bids), the dividend payment rate over the next dividend period is set at a specified maximum applicable rate (the "Maximum Rate") and holders will continue to hold their AMPS Shares. As a result, in a failed auction, holders of AMPS Shares who desire to sell their AMPS Shares are unable to do so. A failed auction is not a default under the terms of the AMPS Shares. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registrationfailed auction, the Fund continues to pay dividends, but at the specified Maximum Rate rather than at a market clearing rate. Prior to the first quarter of 2008, the Maximum Rate had never been triggered. Consistent with patterns in the broader market for auction rate securities, beginning in the first quarter of 2008, each auction of the AMPS Shares has failed to establish a market clearing rate, the Maximum Rate has been triggered and holders attempting to sell their AMPS Shares through such auctions have been unsuccessful. The auction markets for auction rate securities like the AMPS Shares are not currently functioning normally and the Fund believes that such auction markets are unlikely to return to normalcy. The Fund also believes that no established secondary market for auction rate securities exists today. The Fund is conducting the Offer to offer liquidity to holders of AMPS Shares. Please bear in mind that neither the Fund nor the Board has made any recommendation as to whether or not you should tender your AMPS Shares. Holders of the AMPS Shares are urged to consult their own investment and tax advisors and make their own decisions whether to tender any AMPS Shares and, if such withdrawal shall reduce so, how many AMPS Shares to tender. What Are the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice Most Significant Conditions to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicable.Offer?

Withdrawal Rights. Any Affiliated Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Requisite Amount, then the Company shall shall, as promptly as practicable practicable, give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar business days following the mailing of such notice, such Shareholders still seeking registration shalleither the Company or the holders of thirty percent (30%), in number of shares, of the Registrable Securities sought to be registered may, by written notice notices made to the Company, elect to register additional Registrable Securities, when taken together with elections to register Company and each holder of Registrable Securities by their Permitted Transfereessought to be registered, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) business day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially its reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a Any registration statement withdrawn or not filed (a) in accordance with this Section 5.4 an election by the Company, (but only if such withdrawal is b) in respect accordance with an election by the holders of all thirty percent (30%), in number of shares, of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election sought to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities be registered pursuant to such Demand Registration pursuant to Section 2.1(f) hereof, or Underwritten Offering (assuming that market conditions would remain consistent, at c) in accordance with an election by the time holders of thirty percent (30%) of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities sought to be registered pursuant to such Demand Registration subsequent to the effectiveness of the applicable Demand Registration Statement because any post-effective amendment or preparing supplement to the applicable Demand Registration Statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. Except as set forth in clause (c) of the previous sentence, any Demand withdrawn in accordance with an election by the Demanding Holders subsequent to the effectiveness of the applicable Demand Registration Statement shall be counted as a Demand unless the Demanding Holders reimburse the Company for such Underwritten Offering pursuant to such electionits reasonable out-of-pocket expenses (but, without implication that the contrary would otherwise be true, not including any Internal Expenses, as applicabledefined in Section 2.6 hereof) related to the preparation and filing of such registration statement (in which event such registration statement shall not be counted as a Demand hereunder). Upon the written request of thirty percent (30%), by number of shares, of such Demanding Holders, the Company shall promptly prepare a definitive statement of such out-of-pocket expenses in connection with such registration statement in order to assist such Demanding Holders with a determination in accordance with the preceding sentence.

Withdrawal Rights. Any Shareholder Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders holder(s) of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by their Permitted TransfereesTransferees who are Stockholders, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) ten-day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. If a Requesting Shareholder with respect to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicable.

Withdrawal Rights. Any Shareholder having notified or directed the Company Tenders of Preferred Stock made pursuant to include an Offer may be withdrawn at any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company time prior to the effective date Expiration Date. If your Preferred Stock is registered in the name of your broker or other Nominee Holder, you may need to allow such registration statementNominee Holder additional time to withdraw your tendered Preferred Stock. In the event You should consult your broker or other Nominee Holder to determine if there is an earlier deadline by which you must inform such Nominee Holder of any such withdrawaldecision to withdraw your tendered Preferred Stock. After the Expiration Date, Preferred Stock may not be withdrawn except as otherwise provided in this section. If a Fund is delayed in accepting for payment or paying for Preferred Stock pursuant to its Offer for any reason, then, without prejudice to its rights under its Offer, the Company shall not include such Registrable Securities in Depositary may, on the applicable registration Fund's behalf, retain all Preferred Stock tendered as of the Expiration Date, and such Registrable Securities shall continue Preferred Stock may not be withdrawn except as otherwise provided in this section. If you are the registered holder of your Preferred Stock, to withdraw tendered Preferred Stock a written transmission of a notice of withdrawal (a form of which can be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect provided upon request from the obligations of the Company Information Agent) with respect to the Registrable Securities not so withdrawn; providedPreferred Stock must be timely received by the Depositary at its address set forth on the back cover of the Offer to Purchase, howeverand the notice of withdrawal must specify the name of the person who tendered the Preferred Stock to be withdrawn and the number of shares of Preferred Stock to be withdrawn and the name of the registered holder of the Preferred Stock, if different from that of the person who tendered such Preferred Stock. If the Preferred Stock to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of a Demand Registration, if Preferred Stock tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted prior to the release of such withdrawal shall reduce Preferred Stock. Such notice must specify the name and number of Registrable Securities sought the account at the Book-Entry Transfer Facility to be included credited with the withdrawn Preferred Stock. Withdrawals may not be rescinded, and Preferred Stock withdrawn will thereafter be deemed not validly tendered for purposes of an Offer. However, withdrawn Preferred Stock may be re-tendered by again following one of the procedures described in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten (10) calendar days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice "The Offers – Procedure for Tendering Preferred Stock" at any time prior to the CompanyExpiration Date. If your Preferred Stock is registered in the name of your broker or other Nominee Holder, elect you must contact that Nominee Holder to register additional Registrable Securitieswithdraw your tendered Preferred Stock. Each Fund will determine, when taken together with elections in its sole discretion, all questions as to register Registrable Securities by their Permitted Transfereesthe form and validity (including time of receipt) of any notice of withdrawal, to satisfy and that Fund's determination shall be final and binding. None of the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) day periodFunds, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedAdviser, the Company shall not seek, and shall use commercially reasonable efforts to preventDepositary, the effectiveness thereofInformation Agent or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or waiver of any such defect or irregularity or incur any liability for failure to give any such notification. The method of delivery of any documents related to a withdrawal is at the option and risk of the withdrawing Preferred Stockholder. Any documents related to a withdrawal will be deemed delivered only when actually received by the Depositary. If a Requesting Shareholder delivery is by mail, registered mail with respect return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to a particular Demand Registration (or a Demand Shareholder who has elected to effect an Underwritten Offering pursuant to the Shelf Registration Statement) withdraws its notification or direction to the Company to include its Registrable Securities in a registration statement in accordance with this Section 5.4 (but only if such withdrawal is in respect of all of the Registrable Securities designated by such Shareholder for such registration), in a case where such Shareholder made the applicable Demand or applicable election to effect an Underwritten Offering pursuant to the Shelf Registration Statement without having the good faith intention to complete a sale of its Registrable Securities pursuant to such Demand Registration or Underwritten Offering (assuming that market conditions would remain consistent, at the time of the completion of such Demand Registration or Underwritten Offering, with the conditions that existed at the time such Demand or election was made), such Shareholder shall be required to promptly reimburse the Company for all reasonable and documented expenses incurred by the Company in connection with preparing for such registration of such Shareholder’s Registrable Securities pursuant to such Demand Registration or preparing for such Underwritten Offering pursuant to such election, as applicableensure timely delivery.