Common use of Additional Registration Procedures Clause in Contracts

Additional Registration Procedures. (1) The Company will immediately notify each Registrable Securities Holder whose Registrable Securities are covered by a registration statement filed pursuant to this Section 5 (which shall include for purposes of this Section 5G, all prior Registrable Securities Holders who sold all their Registrable Securities pursuant to such registration statement), at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of any such holder, as soon as practicable, prepare and furnish to such holder, a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. (2) Each Registrable Securities Holder agrees that: (a) upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (1) of this Section 5G, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (1) of this Section 5G, and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities at the time of receipt of such notice, and (b) that it will immediately notify the Company, at any time when a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished by such holder to the Company in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event the Company or any such holder shall give any such notice, the period during which the Company must file a registration statement after the receipt of a request to do so shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to subdivision (1) of this Section 5J to and including the date when each seller of any Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by subdivision (1) of Section 5G. (3) The Registrable Securities Holder agrees, if so required by the managing underwriter, not to effect any public sale or distribution of Registrable Securities or sale of such securities pursuant to Rule 144 under the Securities Act, during the seven days prior to and the 90 days after any firm commitment underwritten registration of securities of the Company has become effective, except as part of such underwritten registration, whether or not the Holder participates in such registration.

Additional Registration Procedures. (1) The Company will immediately notify each Registrable Securities Holder whose Registrable Securities If any Shares are covered by a registration statement filed to be registered pursuant to this Section 5 1 hereof, the Company shall: (which shall include for purposes of this a) prior to the filing described above in Section 5G, all prior Registrable Securities Holders who sold all their Registrable Securities pursuant to such registration statement1(a), furnish to FMA drafts of the Registration Statement and any future amendments or supplements thereto and any prospectus forming a part thereof and such other documents as FMA may reasonably request, which documents may be reviewed by counsel representing the Selling Stockholders; (b) notify FMA when any post-effective amendment or supplement or any prospectus forming a part of the Registration Statement has been filed with the Commission; (c) provide FMA with copies of all written communications between the Company and the Commission relating to the Registration Statement; (d) use its commercially reasonable efforts to cause all of the Shares to be listed on the New York Stock Exchange; (e) furnish to the Selling Stockholders such number of copies of the prospectus included in the Registration Statement and such other documents the Selling Stockholders may reasonably request in order to facilitate the disposition of the Shares; and (f) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of notify the happening of any event as a result of which Selling Stockholders promptly upon the Company’s becoming aware that the prospectus included in such registration statementthe Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of any such holder, as soon as practicable, prepare and furnish to such holder, a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and promptly prepare and file with the Commission (subject to the Company’s rights under which they were made. (2) Each Registrable Securities Holder agrees that: (a) upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (1) of this Section 5G3 below), such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant amendments or supplements to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (1) of this Section 5G, and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities at the time of receipt of such notice, and (b) that it will immediately notify the Company, at any time when a prospectus relating to the registration of such Registrable Securities is required to Registration Statement as may be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished by such holder to the Company in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event the Company or correct any such holder shall give any such notice, the period during which the Company must file a registration statement after the receipt of a request to do so shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to subdivision (1) of this Section 5J to and including the date when each seller of any Registrable Securities covered by such registration statement shall have received the copies of the supplemented statements or amended prospectus contemplated by subdivision (1) of Section 5G. (3) The Registrable Securities Holder agrees, if so required by the managing underwriter, not to effect any public sale or distribution of Registrable Securities or sale of such securities pursuant to Rule 144 under the Securities Act, during the seven days prior to and the 90 days after any firm commitment underwritten registration of securities of the Company has become effective, except as part of such underwritten registration, whether or not the Holder participates in such registrationomission.

Additional Registration Procedures. In connection with any registration statement covering Registrable Securities filed by the Company pursuant to Section 2.1 or 3.1 hereof: (1a) Each Holder agrees to provide in a timely manner information requested by the Company regarding the proposed distribution by that Holder of the Registrable Securities and all other information reasonably requested by the Company in connection with the preparation of the registration statement covering the Registrable Securities. (b) The Company will, if requested by any of the Holders, prior to filing a registration statement or prospectus, or any amendment or supplement thereto in connection with any Demand Registration Statement or Piggyback Registration Statement, furnish to each Selling Holder and each underwriter, if any, of the Registrable Securities covered by such registration statement or prospectus copies of such registration statement or prospectus or any amendment or supplement thereto as proposed to be filed, and thereafter furnish to such Selling Holder and underwriter, if any, such number of conformed copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Selling Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Selling Holder. (c) After the filing of the registration statement, the Company will promptly notify each Selling Holder of Registrable Securities covered by the registration statement of any stop order issued or threatened by the Commission and take all commercially reasonable actions required to prevent the entry of such stop order or to remove it if entered. (d) In connection with any Demand Registration Statement or Piggyback Registration Statement, the Company will use reasonable efforts to register or qualify the Registrable Securities under such securities or blue sky laws of those jurisdictions in the United States (where an exemption is not available) as any Selling Holder or managing underwriter or underwriters, if any, reasonably (in light of the Selling Holder’s intended plan of distribution) requests; provided, however, that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction. (e) In connection with any Demand Registration Statement or Piggyback Registration Statement, the Company will enter into customary agreements (including an underwriting agreement, if any, in customary form) as are reasonably required in order to expedite or facilitate the disposition of Registrable Securities pursuant to the Demand Registration Statement or Piggyback Registration Statement. Each Selling Holder participating in an underwritten offering shall also enter into and perform its or his obligations under the underwriting agreement. (f) The Company shall cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed. (g) The Company will immediately promptly notify each Selling Holder of such Registrable Securities Holder whose Registrable Securities are covered by a registration statement filed pursuant to this Section 5 (which shall include for purposes of this Section 5G, all prior Registrable Securities Holders who sold all their Registrable Securities pursuant to such registration statement)Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening occurrence of any an event as requiring the preparation of a result of which the supplement or amendment to such prospectus included in such registration statementso that, as then in effectthereafter delivered to the purchasers of such Registrable Securities, includes such prospectus will not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading statement therein, in the light of the circumstances under which they were madethen existing, not misleading and at the request of any such holder, as soon as practicable, prepare and furnish promptly make available to such holder, each Selling Holder a reasonable number of copies of a any such supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were madeamendment. (2h) Each The Company will make available for inspection by any Selling Holder of such Registrable Securities Holder agrees that: (a) upon receipt of Securities, any notice from the Company of the happening of underwriter participating in any event of the kind described in subdivision (1) of this Section 5G, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until Securities, any underwriter participating in any disposition pursuant to such holder's receipt registration statement and any attorney, accountant or other professional retained by any such Selling Holder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the copies of the supplemented or amended prospectus contemplated by subdivision (1) of this Section 5G, and, if so directed by the Company, will deliver to the Company (at collectively, the Company's expense“Records”) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating as shall be reasonably necessary to such Registrable Securities at the time of receipt of such notice, and (b) that it will immediately notify the Company, at any time when a prospectus relating enable them to the registration of such Registrable Securities is required to be delivered discharge their due diligence responsibility under the Securities Act, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with the discharge of their due diligence responsibility. Records which the happening Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless the release of any event such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Selling Holder of such Registrable Securities agrees that information obtained by it as a result of which information previously furnished such inspections shall be deemed confidential and shall not be used by such holder to it as the Company in writing basis for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading market transactions in the light of the circumstances under which they were made. In the event the Company or any such holder shall give any such notice, the period during which the Company must file a registration statement after the receipt of a request to do so shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to subdivision (1) of this Section 5J to and including the date when each seller of any Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by subdivision (1) of Section 5G. (3) The Registrable Securities Holder agrees, if so required by the managing underwriter, not to effect any public sale or distribution of Registrable Securities or sale of such securities pursuant to Rule 144 under the Securities Act, during the seven days prior to and the 90 days after any firm commitment underwritten registration of securities of the Company has become effectiveor its Affiliates or otherwise disclosed by it unless and until such is made generally available to the public and further agrees, except as part if the Company so requests, to enter into a confidentiality agreement with the Company that is reasonably acceptable to the Company. Each Selling Holder of such underwritten registrationRegistrable Securities further agrees that it will, whether upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. (i) In connection with a disposition of the Registrable Securities in which there is a participating underwriter or not underwriters, the Company will furnish to each Selling Holder participates and to each underwriter, a signed counterpart, addressed to such Selling Holder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants (to the extent permitted by the standards of the American Institute of Certified Public Accountants), each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the Holders of a majority of the Registrable Securities included in such registrationoffering or the managing underwriter or underwriters therefor reasonably requests. (j) The Company will otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of twelve (12) months, beginning within three (3) months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder (or any successor rule or regulation hereafter adopted by the Commission).

Additional Registration Procedures. (1a) The In connection with any Demand Registration, the Company will immediately notify each shall use all reasonable commercially reasonable efforts to effect the sale of such Registrable Securities Holder whose in accordance with the intended method of disposition thereof. The registration statement filed in connection therewith shall (i) be available for the sale of the Registrable Securities are covered in accordance with the intended method or methods of distribution by the selling holders thereof and (ii) comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be included therein or if permitted by the rules and forms of the SEC, incorporate such financial statements therein by reference. Before filing a registration statement or prospectus or any amendments or supplements thereto relating to a Demand Registration, the Company shall furnish to the counsel selected by the holders of a majority of the Registrable Securities requested to be included in such Demand Registration copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel. Additionally, the Company shall, as expeditiously as possible: (b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed pursuant hereunder and subject to this Section 5 (which shall include for purposes the last three sentences of this Section 5G4(b) hereof, all prior Registrable Securities Holders who sold all their Registrable Securities pursuant (i) prepare and file with the SEC such amendments to any registration statement as may be necessary to keep any such registration statement effective for the period specified in Section 1(b) or 1(c) hereof; (ii) cause the prospectus to such registration statement), at any time when a prospectus relating thereto is required statement to be delivered amended or supplemented as required and to be filed as required by Rule 424 or any similar rule that may be adopted under the Securities Act; (iii) respond as promptly as practicable to any comments received from the SEC with respect to any Long-Form or Short-Form Registration statement or any amendment thereto; and (iv) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended method or methods of distribution by the selling holders thereof. Notwithstanding anything to the contrary contained herein, the Company shall not be required to take any of the actions described in clauses (i), (ii) or (iii) in this Section 4(b), with respect to each holder of Registrable Securities (x) to the extent that the Company is in possession of material non-public information that it deems advisable not to disclose or is engaged in active negotiations or planning for a merger or acquisition or disposition transaction and it delivers written notice to each such holder of Registrable Securities to the effect that such holder may not make offers or sales under the registration for a period not to exceed sixty (60) days from the date of such notice; provided, however, that the Company may deliver only two (2) such notices within any twelve-month period, or (y) unless and until the Company has received a written notice (a “Registration Notice”) from such holder that such holder intends to make offers or sales under the registration as specified in such Registration Notice; provided, however, that the Company shall have ten (10) business days to prepare and file any such amendment or supplement after receipt of the Registration Notice or such longer period as is reasonably necessary if such preparation and filing are not commercially practicable within ten (10) business days. Once a holder has delivered a Registration Notice to the Company, such holder shall promptly provide to the Company such information as the Company reasonably requests in order to identify such holder and the method of distribution in a post-effective amendment to such registration statement or a supplement to its prospectus. Such holder also shall notify the Company in writing upon completion of such offer or sale or at such time as such holder no longer intends to make offers or sales under such registration statement; (c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus or supplement), such documents incorporated by reference in such registration statement, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; (d) use all commercially reasonable efforts to register or qualify such Registrable Securities, and to keep such registration or qualification effective during the period such registration statement is to be kept effective, under such other securities or blue sky laws or such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4(d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction); (e) immediately notify each seller of such Registrable Securities (i) when any amendment or supplement to the prospectus relating to a Demand Registration has been filed with the SEC, (ii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the registration statement or any part thereof or the initiation of any proceedings for that purpose, (iii) if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities for offer or sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period the registration statement is effective as a result of which the prospectus included in (A) such registration statement, as then in effect, includes an statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of any such holder, as soon as practicable, prepare and furnish to such holder, a reasonable number of copies of a supplement to or an amendment of (B) such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact then amended or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. (2) Each Registrable Securities Holder agrees that: (a) upon receipt of supplemented contains any notice from the Company of the happening of any event of the kind described in subdivision (1) of this Section 5G, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (1) of this Section 5G, and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities at the time of receipt of such notice, and (b) that it will immediately notify the Company, at any time when a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished by such holder to the Company in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading therein, in the light of the circumstances under which they were made. In the event , not misleading; and, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such registration statement or prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (f) cooperate with the selling holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, and enable certificates for such Registrable Securities to be issued for such numbers of shares and registered in such names as the selling holders may reasonably request at least two (2) business days prior to any sale of Registrable Securities; (g) use all commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, use all commercially reasonable efforts to be listed on the National Association of Securities Dealers (“NASD”) automated quotation system, or any successor system or exchange (“NASDAQ”), and if listed on the NASD automated quotation system, or any such holder shall give any successor system or exchange, use all commercially reasonable efforts to secure designation of all such notice, the period during which the Company must file a registration statement after the receipt of a request to do so shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to subdivision (1) of this Section 5J to and including the date when each seller of any Registrable Securities covered by such registration statement shall have received as a NASDAQ “national market system security” within the copies meaning of Rule 11Aa2-1 of the supplemented SEC (or amended prospectus contemplated equivalent designation under any successor rule or provision) or, failing that, to use all commercially reasonable efforts to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to use all commercially reasonable efforts to arrange for at least two (2) market makers to register as such with respect to such Registrable Securities with the NASD; (h) provide a transfer agent and registrar for all such Registrable Securities and a CUSIP number for all such Registrable Securities not later than the effective date of such registration statement; (i) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registered Securities requested to be included in the registration statement or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares); (j) subject to the receipt of a confidentiality agreement, make available for inspection by subdivision any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter attorney, accountant or agent in connection with such registration statement; (1k) otherwise use all commercially reasonable efforts to comply with the Securities Acts and the Exchange Act and all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of Section 5G.the Securities Act and Rule 158 promulgated thereunder; (3l) The Registrable Securities Holder agrees, if so required by the managing underwriter, not to effect permit any public sale or distribution holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or sale a controlling person of the Company, to participate in the preparation of such securities pursuant registration or comparable statement and to Rule 144 under require the Securities Actinsertion therein of material, during furnished to the seven days prior to Company in writing, which in the reasonable judgment of such holder and its counsel should be included; (m) in the 90 days after any firm commitment underwritten registration of securities event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, the Company has become shall use all commercially reasonable efforts promptly to obtain the withdrawal of such order; and (n) use all commercially reasonable efforts to obtain all legal opinions, auditors consents and comfort letters and experts cooperation as may be required, including furnishing to each underwriter of Registrable Securities on the date the registration statement with respect to such Registrable Securities becomes effective, except (i) an opinion, dated as part of the such date, of counsel for the Company and (ii) a “cold comfort” letter, dated as of such date, signed by the independent public accountants of the Company, in each case in form and substance as is customarily given to underwriters in an underwritten registration, whether or not the Holder participates in such registrationpublic offering.

Additional Registration Procedures. In connection with any registration statement covering Registrable Securities filed by the Company pursuant to Section 2.1 or 3.1 hereof: (1a) Each Holder agrees to provide in a timely manner information requested by the Company regarding the proposed distribution by that Holder of the Registrable Securities and all other information reasonably requested by the Company in connection with the preparation of the registration statement covering the Registrable Securities. (b) The Company will, if requested by any of the Holders, prior to filing a registration statement or prospectus, or any amendment or supplement thereto in connection with any Demand Registration Statement or Piggyback Registration Statement, furnish to each Selling Holder and each underwriter, if any, of the Registrable Securities covered by such registration statement or prospectus copies of such registration statement or prospectus or any amendment or supplement thereto as proposed to be filed, and thereafter furnish to such Selling Holder and underwriter, if any, such number of conformed copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Selling Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Selling Holder. (c) After the filing of the registration statement, the Company will promptly notify each Selling Holder of Registrable Securities covered by the registration statement of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. (d) In connection with any Demand Registration Statement or Piggyback Registration Statement, the Company will use reasonable efforts to register or qualify the Registrable Securities under such securities or blue sky laws of those jurisdictions in the United States (where an exemption is not available) as any Selling Holder or managing underwriter or underwriters, if any, reasonably (in light of the Selling Holder's intended plan of distribution) requests; provided, however, that the Company will not be required -------- ------- to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction. (e) In connection with any Demand Registration Statement or Piggyback Registration Statement, the Company will enter into customary agreements (including an underwriting agreement, if any, in customary form) as are reasonably required in order to expedite or facilitate the disposition of Registrable Securities pursuant to the Demand Registration Statement or Piggyback Registration Statement. Each Selling Holder participating in an underwritten offering shall also enter into and perform its or his obligations under the underwriting agreement. (f) The Company shall cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed. (g) The Company will immediately notify each Selling Holder of such Registrable Securities Holder whose Registrable Securities are covered by a registration statement filed pursuant to this Section 5 (which shall include for purposes of this Section 5G, all prior Registrable Securities Holders who sold all their Registrable Securities pursuant to such registration statement)Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening occurrence of any an event as requiring the preparation of a result of which the supplement or amendment to such prospectus included in such registration statementso that, as then in effectthereafter delivered to the purchasers of such Registrable Securities, includes such prospectus will not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading statement therein, in the light of the circumstances under which they were madethen existing, not misleading and at the request of any such holder, as soon as practicable, prepare and furnish promptly make available to such holder, each Selling Holder a reasonable number of copies of a any such supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were madeamendment. (2h) Each The Company will make available for inspection by any Selling Holder of such Registrable Securities Holder agrees that: (a) upon receipt of Securities, any notice from the Company of the happening of underwriter participating in any event of the kind described in subdivision (1) of this Section 5G, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until Securities, any underwriter participating in any disposition pursuant to such holder's receipt registration statement and any attorney, accountant or other professional retained by any such Selling Holder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the copies of the supplemented or amended prospectus contemplated by subdivision (1) of this Section 5G, and, if so directed by the Company, will deliver to the Company (at collectively, the Company's expense"Records") all copies, other than permanent file copies, then in such holder's possession of the prospectus relating as shall be reasonably necessary to such Registrable Securities at the time of receipt of such notice, and (b) that it will immediately notify the Company, at any time when a prospectus relating enable them to the registration of such Registrable Securities is required to be delivered discharge their due diligence responsibility under the Securities Act, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with the discharge of their due diligence responsibility. Records which the happening Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless the release of any event such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Selling Holder of such Registrable Securities agrees that information obtained by it as a result of which information previously furnished such inspections shall be deemed confidential and shall not be used by such holder to it as the Company in writing basis for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading market transactions in the light of the circumstances under which they were made. In the event the Company or any such holder shall give any such notice, the period during which the Company must file a registration statement after the receipt of a request to do so shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to subdivision (1) of this Section 5J to and including the date when each seller of any Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by subdivision (1) of Section 5G. (3) The Registrable Securities Holder agrees, if so required by the managing underwriter, not to effect any public sale or distribution of Registrable Securities or sale of such securities pursuant to Rule 144 under the Securities Act, during the seven days prior to and the 90 days after any firm commitment underwritten registration of securities of the Company has become effective, except as part or its Affiliates or otherwise disclosed by it unless and until such is made generally available to the public. Each Selling Holder of such underwritten registrationRegistrable Securities further agrees that it will, whether upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. (i) In connection with a disposition of the Registrable Securities in which there is a participating underwriter or not underwriters, the Company will furnish to each Selling Holder participates and to each underwriter, a signed counterpart, addressed to such Selling Holder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants (to the extent permitted by the standards of the American Institute of Certified Public Accountants), each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the Holders of a majority of the Registrable Securities included in such registrationoffering or the managing underwriter or underwriters therefor reasonably requests. (j) The Company will otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of twelve (12) months, beginning within three (3) months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder (or any successor rule or regulation hereafter adopted by the Commission).

Additional Registration Procedures. (1) a. The Company will immediately notify each Registrable Securities Holder whose Registrable Securities Registration Statement shall permit the Holders to sell Shares directly or through agents, dealers, brokers or underwriters, in the over-the-counter market, or otherwise, on terms and conditions determined by the selling Holders at the time of sale by negotiation, or by market prices or otherwise. b. During the time that the Shares are covered by a registration statement filed pursuant to this Section 5 (which shall include for purposes of this Section 5G, all prior Registrable Securities Holders who sold all their Registrable Securities pursuant to such registration statement), at any time when a prospectus relating thereto is required to be delivered registered hereunder, the Company shall promptly amend the Registration Statement (and its Prospectus) as required from time to time such that it complies with all applicable requirements of the Securities Act, including, without limitation, if necessary to reflect the Additional Shares upon issuance thereof or to disclose the selling Holders. Upon request of a Holder in connection with any proposed registered sale of Shares under the Registration Statement, the Company shall promptly furnish to Holders the opinion of the Company's legal counsel, addressed to the selling Holders, to the effect that the Registration Statement (and related prospectus) is legally sufficient at such time to effect a registered sale of such Shares by such Holders at such time under the Securities Act, which opinion shall be in form reasonably satisfactory to Holders and include customary opinions given by issuer's counsel regarding registered sales of securities. c. In connection with the Company's obligations pursuant to this Agreement, the Company will use its best efforts to effect such registrations to permit the sale of the Shares in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company will as expeditiously as possible: (1) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such registration statement effective for the applicable period; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the participating Holders set forth in such registration statement or supplement to such prospectus; (2) notify the Holders whose Shares are to be covered by the Registration Statement promptly: (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a registration statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to a registration statement or related prospectus or for addition information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a registration statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event as which requires the making of any changes in a result of which the registration statement or related prospectus included in so that such registration statement, as then in effect, includes an documents will not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light and (vi) of the circumstances under which they were madeCompany's reasonable determination that a post-effective amendment to a registration statement would be appropriate; and, in connection with any such notification, and from time to time upon request of Holders, the Company shall clearly indicate to Holders the periods of time during which the Registration Statement is or will not be available for use by the Holders to effect registered sales of Shares thereunder in accordance with law; (3) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a registration statement, or the lifting of any suspension of the qualification of any of the Shares for sale in any jurisdiction, at the request earliest possible moment; (4) furnish to the Holders whose Shares are covered by the registration statement, without charge, at least one conformed copy of the registration statement or statements and any such holderpost-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (5) deliver to the Holders whose Shares are covered by the registration statement, without charge, as soon as practicable, prepare and furnish to such holder, a reasonable number of many copies of a the prospectus or prospectuses (including each preliminary prospectus) and any amendment or supplement thereto and such other documents as such persons may reasonably request; and the Company consents to or an amendment the use of such prospectus or any amendment or supplement thereto by the Holders in connection with the offering and sale of the Shares covered by such prospectus or any amendment or supplement thereto; (6) prior to any registered sale of Shares, use its best efforts to register or qualify such Shares for offer and sale under the securities or blue sky laws of such state jurisdictions as the Holders reasonably request in writing; keep each such registration or qualification effective during the period such registration statement is required to be kept effective and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Shares covered by the applicable registration statement; (7) cooperate with the Holders whose Shares are covered by such registration statement to facilitate the timely preparation and delivery of certificates representing Shares to be sold and not bearing any restrictive legends unless required by applicable law; and enable such Shares to be in such denominations and registered in such names as the Holders may be necessary request at least two business days prior to any registered sale of Shares; (8) upon the occurrence of any event or circumstance that requires an amendment or supplement to the registration statement or prospectus or any change in information incorporated therein, the Company shall notify the Holders of such occurrence and shall prepare a supplement or post-effective amendment to the applicable registration statement or related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of such securitiesthe Shares being sold thereunder, such prospectus shall will not include an contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading; (9) the light Company shall deliver such documents and certificates as may be reasonably required by the Holders to evidence compliance with this Agreement; (10) otherwise use its best efforts to comply with all applicable rules and regulations of the circumstances under which they were made. (2) Each Registrable Securities Holder agrees that: (a) upon receipt SEC and make generally available to its security holders earnings statements satisfying the provisions of any notice from the Company of the happening of any event of the kind described in subdivision (1Section 11(a) of this Section 5G, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (1) of this Section 5G, and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities at the time of receipt of such notice, and (b) that it will immediately notify the Company, at any time when a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished soon as reasonably practicable; and (11) use its best efforts to cause all Shares covered by such holder to the Company in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required each registration to be stated therein or necessary to make the statements therein not misleading in the light listed on each securities exchange and inter-dealer quotation system on which a class of the circumstances under which they were made. In the event the Company or any such holder shall give any such notice, the period during which the Company must file a registration statement after the receipt of a request to do so shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to subdivision (1) of this Section 5J to and including the date when each seller of any Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by subdivision (1) of Section 5G. (3) The Registrable Securities Holder agrees, if so required by the managing underwriter, not to effect any public sale or distribution of Registrable Securities or sale of such securities pursuant to Rule 144 under the Securities Act, during the seven days prior to and the 90 days after any firm commitment underwritten registration of common equity securities of the Company has become effective, except as part of such underwritten registration, whether or not the Holder participates is then listed and to pay all fees and expenses in such registrationconnection therewith.

Additional Registration Procedures. In connection with IVP's obligations to file a Registration Statement, it shall: (1i) The Company will immediately notify each Registrable Securities Holder whose Registrable Securities are covered by a registration statement filed pursuant to this Section 5 (which Notify the Shareholder promptly after it shall include for purposes of this Section 5G, all prior Registrable Securities Holders who sold all their Registrable Securities pursuant to such registration statement), at any time when a prospectus relating thereto is required to be delivered under the Securities Actreceive notice thereof, of the happening time when such Registration Statement has become effective with the SEC or a supplement to any prospectus forming a part of such Registration Statement (a "Prospectus") has been filed. (ii) Notify the Shareholder of any event request by the SEC for the amending or supplementing of such Registration Statement or Prospectus or for additional information. (iii) Prepare and file with the SEC such amendments and supplements to such Registration Statement and Prospectus used in connection therewith as a result may be necessary to keep such Registration Statement effective and to comply with the provisions of which the prospectus included in Securities Act with respect to the offer of Shares covered by such registration statementRegistration Statement during the period required for distribution of such Shares, as then provided in effectSection 2.04(a), includes an above. (iv) Furnish to the Shareholder such number of copies of the Prospectus (including any preliminary prospectus or supplemental or amended prospectus) as the Shareholder may reasonably request in order to facilitate the sale and distribution of the Shares. (v) Prepare and file promptly with the SEC, and promptly notify the Shareholder of the filing of, such amendment or supplement to such Registration Statement or Prospectus as may be necessary to correct any untrue statement statements of a material fact or omits omissions to state any material fact required to be stated therein or facts necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of any such holder, as soon as practicable, prepare and furnish to such holder, a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. (2vi) Each Registrable Securities Holder agrees that:Advise the Shareholder, promptly after it receives notice or obtains knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. (avii) Prepare and file with the SEC, promptly upon receipt the request of any notice from the Company of the happening of Shareholder, any event of the kind described in subdivision (1) of this Section 5G, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating amendments or supplements to such Registrable Securities until such holder's receipt Registration Statement or Prospectus which, in the opinion of counsel for the copies of the supplemented or amended prospectus contemplated by subdivision (1) of this Section 5GShareholder, and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities at the time of receipt of such notice, and (b) that it will immediately notify the Company, at any time when a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, Act or the rules and regulations there under in connection with the distribution of the happening Shares by the Shareholder. (viii) Use its best efforts to register or qualify the Shares covered by each Registration Statement under such state securities or blue sky laws of such jurisdictions as the Shareholder and any event underwriters may reasonably request; provided, that IVP shall not be required to execute any general consent to service of process or to qualify to do business as a result of which information previously furnished by such holder to the Company foreign corporation in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein jurisdiction where it is not misleading in the light of the circumstances under which they were made. In the event the Company or so qualified and provided further that any such holder qualification or registration shall give not exceed $5,000 for any such notice, the period during which the Company must file a registration statement after the receipt of a request to do so shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to subdivision (1) of this Section 5J to and including the date when each seller of any Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by subdivision (1) of Section 5G. (3) The Registrable Securities Holder agrees, if so required by the managing underwriter, not to effect any public sale or distribution of Registrable Securities or sale of such securities pursuant to Rule 144 under the Securities Act, during the seven days prior to and the 90 days after any firm commitment underwritten registration of securities of the Company has become effective, except as part of such underwritten registration, whether or not the Holder participates in such registrationone jurisdiction.

Additional Registration Procedures. (1) The Company will immediately notify each In connection with any registration statement covering Registrable Securities Holder whose Registrable Securities are covered filed by a registration statement filed the Company pursuant to this Section 5 (which shall include for purposes of this Section 5G, all prior Registrable Securities Holders who sold all their Registrable Securities pursuant to such registration statement), at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact 2.1 or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of any such holder, as soon as practicable, prepare and furnish to such holder, a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. (2) Each Registrable Securities Holder agrees that3.1 hereof: (a) upon receipt Each Holder agrees to provide in a timely manner information requested by the Company regarding the proposed distribution by that Holder of the Registrable Securities and all other information reasonably requested by the Company in connection with the preparation of the registration statement covering the Registrable Securities. (b) In connection with any Demand Registration Statement, the Company will furnish to each Selling Holder of Registrable Securities that number of copies of the registration statement or prospectus in conformity with the requirements of the Securities Act and such other documents as the Selling Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Selling Holder. (c) After the filing of the registration statement, the Company will promptly notify each Selling Holder of Registrable Securities covered by the registration statement of any notice from stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. (d) In connection with any Demand Registration Statement the Company will use reasonable efforts to register or qualify the Registrable Securities under such securities or blue sky laws of those jurisdictions in the United States (where an exemption is not available) as any Selling Holder or managing underwriter or underwriters, if any, reasonably (in light of the happening Selling Holder's intended plan of distribution) requests, provided, however, that the Company will not be required to (i) qualify generally to do business in any event jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction. (e) In connection with any Demand Registration Statement, the kind described Company will enter into customary agreements (including an underwriting agreement, if any, in subdivision (1customary form) of this Section 5G, such holder will forthwith discontinue such holder's as are reasonably required in order to expedite or facilitate the disposition of Registrable Securities pursuant to the registration statement relating Demand Registration Statement. Each Selling Holder participating in an underwritten offering shall also enter into and perform its or his obligations under the underwriting agreement, and shall be responsible for its pro rata share of underwriting expense, in addition to legal fees of counsel representing that Holder and customary brokerage fees for sale of its registered securities. (f) The Company will use its reasonable efforts to cause all such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (1) of this Section 5G, and, if so directed to be listed on each securities exchange on which similar securities issued by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, are then in such holder's possession of the prospectus relating to such Registrable Securities at the time of receipt of such notice, and (b) that it will immediately notify the Company, at any time when a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished by such holder to the Company in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event the Company or any such holder shall give any such notice, the period during which the Company must file a registration statement after the receipt of a request to do so shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to subdivision (1) of this Section 5J to and including the date when each seller of any Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by subdivision (1) of Section 5G. (3) The Registrable Securities Holder agrees, if so required by the managing underwriter, not to effect any public sale or distribution of Registrable Securities or sale of such securities pursuant to Rule 144 under the Securities Act, during the seven days prior to and the 90 days after any firm commitment underwritten registration of securities of the Company has become effective, except as part of such underwritten registration, whether or not the Holder participates in such registrationlisted.

Additional Registration Procedures. (1) The Company will immediately notify each Registrable Securities Holder whose Registrable Securities are covered by a In connection with any registration statement filed by the Company pursuant to this Section 5 2.1 or 3.1 hereof: (which shall include for purposes a) Each Holder agrees to provide in timely manner information requested by the Company regarding the proposed distribution by that Holder of this Section 5G, all prior the Registrable Securities Holders who sold and all their other information reasonably requested by the Company in connection with the preparation of such registration statement covering the Registrable Securities pursuant Securities. (b) Subject to Section 3.3 hereof, the Company will prepare and file with the Commission such amendments, including post-effective amendments, and supplements as to such registration statement)statement and the prospectus used in connection therewith, at any time when a prospectus relating thereto is required as may be necessary (i) to be delivered under keep such registration statement effective and (ii) to comply with the provisions of the Securities Act, Act with respect to the disposition of the happening securities covered by such registration statement in accordance with the intended method of any event disposition by the Holders as a result of which the prospectus included set forth in such registration statement, statement as then may be amended or in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of any such holder, as soon as practicable, prepare and furnish to such holder, a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so thatsupplemented, in each case for such time as thereafter delivered is contemplated in Section 2.1 or 3.1 above. The Company will respond promptly to any comments received from the Commission with respect to such registration statement or any amendments thereto and promptly provide the Holders true and complete copies of all correspondence from and to the purchasers of Commission relating to such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were maderegistration statement. (2c) Each Registrable Securities Holder agrees that: (a) upon receipt of The Company will, if requested by any notice from the Company of the happening of any event of the kind described in subdivision (1) of this Section 5GHolders, prior to filing such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating or prospectus, or any amendment or supplement thereto in connection with any registration statement, furnish to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (1) of this Section 5G, andeach Selling Holder and each underwriter, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities at the time of receipt of such notice, and (b) that it will immediately notify the Company, at any time when a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Actany, of the happening of any event as a result of which information previously furnished by such holder to the Company in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event the Company or any such holder shall give any such notice, the period during which the Company must file a registration statement after the receipt of a request to do so shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to subdivision (1) of this Section 5J to and including the date when each seller of any Registrable Securities covered by such registration statement shall have received the or prospectus copies of such registration statement or prospectus or any amendment or supplement thereto as proposed to be filed, and thereafter will furnish, without charge, to each Selling Holder and underwriter, if any, such number of conformed copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto, all financial statements and schedules and documents incorporated by reference therein), the supplemented prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Selling Holder or amended prospectus contemplated by subdivision (1) underwriter may reasonably request in order to facilitate the disposition of Section 5G. (3) The the Registrable Securities owned by such Selling Holder. The Company shall also promptly notify each Selling Holder agrees, if so required by the managing underwriter, not to effect any public sale or distribution of Registrable Securities covered by any registration statement when such registration statement, or sale of such securities pursuant to Rule 144 under the Securities Actany post-effective amendment thereto, during the seven days prior to and the 90 days after any firm commitment underwritten registration of securities of the Company has become effective. The Company hereby consents to the use of any such prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such prospectus, except as part may be amended or supplemented. (d) After the filing of such underwritten registrationregistration statement, whether the Company will promptly notify each holder of securities covered by such registration statement of any stop order issued or not threatened by the Holder participates in Commission and shall take all commercially reasonable actions required to prevent the entry of such registrationstop order or to obtain the withdrawal or removal of it if entered.

Additional Registration Procedures. (1a) The If and whenever the Company will immediately notify each Registrable Securities Holder whose Registrable Securities are covered by a is required to effect the registration statement filed pursuant to this Section 5 (which shall include for purposes of this Section 5G, all prior Registrable Securities Holders who sold all their any Registrable Securities pursuant to Section 4.2, the Company shall use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as expeditiously as practicable, and in connection with any such request: (i) The Company shall, as expeditiously as possible, prepare and file with the Commission a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its best efforts to cause such filed registration statement to become and remain effective. (ii) The Company shall, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish without charge to each Holder for whom shares are being registered (each a "PARTICIPATING Holder") and legal counsel for Participating Holders, copies of such registration statementstatement as proposed to be filed, each amendment and supplement to such registration statement (in each case including all exhibits thereto and documents incorporated by reference therein), at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as each Participating Holder may request in order to facilitate the disposition of the Registrable Securities owned by them. (iii) The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition set forth in such registration statement (which period shall not exceed the sum of nine months plus any period during which any such disposition is interfered with by any stop order, injunction or other order or requirement of the Commission or any governmental agency or court) or such securities have been withdrawn). (iv) After the filing of the registration statement, the Company shall promptly, and in no event more than one Business Day, notify the Participating Holders, and confirm such advice in writing, (A) when such registration statement becomes effective, (B) when any post-effective amendment to such registration statement becomes effective, (C) of any stop order issued or threatened by the Commission (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered) and (D) of any request by the Commission for any amendment or supplement to such registration statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as then in effectthereafter delivered to the purchasers of such Registrable Securities covered by such Registration Statement, includes such prospectus will not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly make available to the Participating Holders any such supplement or amendment; except that before filing with the Commission a registration statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the Participating Holders and their legal counsel, copies of all such documents proposed to be filed sufficiently in advance of filing to provide Participating Holders, any underwriters and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any registration statement or prospectus or amendment or supplement thereto, including documents incorporated by reference to which a Participating Holder or legal counsel representing a Participating Holder shall object on a timely basis in light of the circumstances requirements of the Securities Act or any other applicable laws and regulations. (v) The Company shall use its best efforts to (A) register or qualify the Registrable Securities covered by the registration statement under which they were made, and at the request of any such holder, as soon as practicable, prepare and furnish to such holder, a reasonable number of copies of a supplement to securities or an amendment blue sky laws of such prospectus jurisdictions in the United States as the Participating Holders (in light of their intended plans of distribution) request and (B) cause such Registrable Securities covered by the registration statement to be registered with or approved by such other governmental agencies or authorities in the United States as may be necessary so thatby virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Participating Holders to consummate the disposition of the Registrable Securities owned by them in such jurisdictions; PROVIDED, as thereafter delivered to HOWEVER, that the purchasers of such securities, such prospectus Company shall not include an untrue statement of a material fact or omit to state a material fact be required to qualify generally to do business in any jurisdiction where it would not otherwise be stated therein required to qualify but for this provision, or necessary subject itself to make the statements therein not misleading taxation in the light of the circumstances under which they were madeany such jurisdiction. (2vi) Each Registrable Securities Holder agrees that: The Company shall enter into customary agreements (a) upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (1) of this Section 5G, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (1) of this Section 5G, andincluding, if so directed by applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities at the time of receipt of such notice, and (b) that it will immediately notify the Company, at any time when a prospectus relating to the registration disposition of such Registrable Securities is required to be delivered under the Securities ActSecurities. Each Participating Holder may, at his option, require that any or all of the happening representations, warranties and covenants of any event as a result of which information previously furnished by such holder to the Company in writing any underwriting agreement to or for inclusion in such prospectus contains an untrue statement the benefit of a material fact or omits to state any material fact required to underwriters also be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event the Company or any such holder shall give any such notice, the period during which the Company must file a registration statement after the receipt of a request to do so shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to subdivision (1) of this Section 5J made to and including the date when each seller of any Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by subdivision (1) of Section 5G. (3) The Registrable Securities Holder agrees, if so required by the managing underwriter, not to effect any public sale or distribution of Registrable Securities or sale of such securities pursuant to Rule 144 under the Securities Act, during the seven days prior to and the 90 days after any firm commitment underwritten registration of securities of the Company has become effective, except as part of such underwritten registration, whether or not the Holder participates in such registration.for his