Common use of Offering Clause in Contracts

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above).

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC Commission (the “Staff”) or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as an “underwriter,” otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with the Commission pursuant to Section ‎2‎(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by (with the Holder prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Holder does not consent Effectiveness Deadline shall automatically be deemed to being so named as an underwriter in have elapsed with respect to such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until Statement at such time as the Staff or the SEC does Commission has made a final and non-appealable determination that the Commission will not require permit such identification or until Registration Statement to be so utilized (unless prior to such time the Holder accepts such identification Company and the manner thereof. Any reduction pursuant Investor have received assurances from the Staff or the Commission reasonably acceptable to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Legal Counsel that a new Registration Statement filed by the Securities Purchase AgreementCompany with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20additional Registration Statements in accordance with Section 2(c) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff Staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investors on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investors as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investors on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then but instead the Partnership Company shall reduce promptly (but in no event later than 48 hours from the total number of Registrable Securities to be registered on behalf time that the decision of the HolderStaff or the SEC becomes known to the Company) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, until and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does has made a final and non-appealable determination that the SEC will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and SEC that a Subsequent Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementSEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in file one or more Subsequent Registration Statements with the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case SEC until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect Investors. Notwithstanding any provision herein or in the Securities Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investors’ obligations) shall be qualified as necessary to comport with any requirement of the Staff or the SEC as addressed in order to permit the resale thereof by the Holder as contemplated abovethis Section 2(c).

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours after the total number conclusion of Registrable any discussions with the Staff and the Commission with respect thereto) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does Commission has made a final and non-appealable determination that the Commission will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and Commission that a New Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementCommission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does has made a final and non-appealable determination that the SEC will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and SEC that a Subsequent Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementSEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more Subsequent Registration Statements with the SEC in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to Upon disclosure of such information or the contrary contained in this Agreement, in the event the staff termination of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reductioncondition described above, the Partnership shall reduce provide prompt notice to the number Selling Holders whose Registrable Securities are included in the Registration Statement and shall promptly terminate any suspension of units sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement or other registration statement contemplated by this Agreement as a result of a suspension pursuant to the immediately preceding paragraph in excess of the periods permitted therein or (ii) the Registration Statement or other registration statement contemplated by this Agreement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be included by the Holder . In addition, in the event that the Staff effective or the SEC requires the Holder fail to be specifically identified as an “underwriter” in order usable for its intended purpose without being succeeded within 30 days by a post-effective amendment thereto, a supplement to permit the prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such Registration Statement to become amendment, supplement or report is filed and declared effective, and the Holder does not consent to being so named as an underwriter in such Registration Statementif applicable, then the Partnership shall reduce pay the total number Selling Holders an amount equal to the Liquidated Damages, following the earlier of Registrable Securities (x) the date on which the suspension period exceeded the permitted period and (y) the thirty-first (31st) day after the Registration Statement or other registration statement contemplated by this Agreement ceased to be registered effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “90th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on behalf of the Holder, until such time as date that notice that the Staff or suspension has been terminated is delivered to the SEC does not require such identification or until the Holder accepts such identification and the manner thereofSelling Holders. Any reduction Liquidated Damages shall cease to accrue pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to upon the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days Purchased Units of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) Holder becoming eligible for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by under any section of Rule 144(c)(1) 144 (or Rule 144(i)(2)any similar provision then in effect) under the Securities Act, if applicable) or (iii) assuming that such Holder is not an Affiliate of the Holder agrees to Partnership, and any payment of Liquidated Damages shall be named as an underwriter prorated for any period of less than 30 days in any such Registration Statement in a manner acceptable to which the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts payment of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Liquidated Damages ceases.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the Initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Initial Registration Statement by (after consulting with the Holder Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Initial Registration Statement to become effective and be used as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities included in the Initial Registration Statement (or any New Registration Statement) pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20one or more New Registration Statements in accordance with Section 2(c) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in order to permit the resale thereof by the Holder as contemplated abovethis Section 2(d).

Offering. Notwithstanding anything to If at any time the contrary contained in this Agreement, in Commission takes the event position that the staff offering of some or all of the SEC (the “Staff”) or the SEC seeks to characterize Registrable Securities in any offering pursuant to a Registration Statement filed pursuant is not eligible to this Agreement as constituting an offering be made on a delayed or continuous basis under the provisions of securities by, Rule 415 under the Securities Act or on behalf of, requires the Partnership, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement Investor to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being be named therein as an “underwriter,” then the Partnership Company shall reduce (i) promptly notify the number of units Investor and (ii) make commercially reasonable efforts to be included in persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the Holder until such time issuer” as defined in Rule 415 and that the Investor is not an “underwriter.” The Investor shall have the right to have Legal Counsel, at the Investor’s expense, to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Staff regarding the Commission’s position and to comment on any written submission made to the SEC Commission with respect thereto. No such written submission with respect to this matter shall so permit be made to the Commission to which the Investor or Legal Counsel reasonably objects. In the event that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (i) remove from such Registration Statement such portion of the Registrable Securities and/or (ii) agree to become effective such restrictions and limitations on the registration and resale of the Registrable Securities as aforesaid. In making such reductionthe Commission may require to assure the Company’s compliance with the requirements of Rule 415; provided, the Partnership shall reduce the number of units to be included by the Holder . In additionhowever, in the event that the Staff or Company shall not name the SEC requires the Holder to be specifically identified Investor as an “underwriter” in order to permit such Registration Statement without the prior written consent of the Investor (provided that, in the event the Investor withholds such consent, the Company shall have no obligation hereunder to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of include any Registrable Securities to be registered on behalf of in any Registration Statement covering the Holder, resale thereof until such time as the Staff Commission no longer requires the Investor to be named as an “underwriter” in such Registration Statement or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant Investor otherwise consents in writing to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreementbeing so named). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2.4 until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Investment Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities in order (and any related conditions to permit the resale thereof by Investor’s obligations) shall be qualified to the Holder as contemplated above)extent necessary to comport with any requirement of the Staff or the Commission.

Offering. Notwithstanding anything to Without limiting any of the contrary contained in this AgreementCompany’s obligations under Section 2(e), in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as an “underwriter,” otherwise may be acceptable to the Investor), then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (with the Holder prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does has made a final and non-appealable determination that the SEC will not require permit such identification or until Registration Statement to be so utilized (unless prior to such time the Holder accepts such identification Company and the manner thereof. Any reduction pursuant Investor have received assurances from the Staff or the SEC reasonably acceptable to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Legal Counsel that a new Registration Statement filed by the Securities Purchase AgreementCompany with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to the first sentence this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20additional Registration Statements in accordance with Section 2(d) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2.01(a) or Section 2.01(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does Commission has made a final and non-appealable determination that the Commission will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and Commission that a New Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementCommission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2.01(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities in order (and any related conditions to permit the resale thereof by Investor’s obligations) shall be qualified to the Holder as contemplated above)extent necessary to comport with any requirement of the Staff or the Commission.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that If the Staff or the SEC do Commission seeks to prevent the Company from including any or all of the Registrable Securities proposed to be registered under a Registration Statement due to limitations on the use of Rule 415, or if after the filing of any Registration Statement, or any Prospectus or Prospectus Supplement, pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom), to no more than the maximum number of securities as is permitted to be registered by the Commission until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number Investor of units to be included in such Registration Statement by the Holder until such time as the Staff Registrable Securities on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effectivenot fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effectiveness Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Registration Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities bythat does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or on behalf ofif after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Partnership, or in any other manner, such that Company is otherwise required by the Staff or the SEC do Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours after the conclusion of any discussions with the Staff or Commission with respect thereto) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities or if the Commission does not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff Investor on a delayed or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities continuous basis under Rule 415 at then-prevailing market prices pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Holders on a delayed or continuous basis under Rule 415, or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(b), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Holders and their legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Holders on a delayed or continuous basis under Rule 415, and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Registration Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(b) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Holders.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff Staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does has made a final and non-appealable determination that the SEC shall not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and SEC that a Subsequent Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementSEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in file one or more Subsequent Registration Statements with the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case SEC until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Staff or the SEC as addressed in order to permit the resale thereof by the Holder as contemplated abovethis Section 2(c).

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the staff amount of Registrable Securities which may be included in the Registration Statement is limited due to SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the SEC (the “Staff”) or Registrable Securities in accordance with the SEC seeks Guidance, the Company shall use its best efforts to characterize register such maximum portion of the Registrable Securities as permitted by SEC Guidance. If any offering pursuant SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement filed pursuant (and notwithstanding that the Company used diligent efforts to this Agreement advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by an Investor as constituting an offering of securities by, or on behalf ofto its Registrable Securities, the Partnership, or in any other manner, such that the Staff or the SEC do not permit number of Registrable Securities to be registered on such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce will first be reduced the number of units to be included in such Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units shares to be included by all Investors on a pro rata basis (based upon the Holder number of Registrable Securities otherwise required to be included for each Investor). In the event of a cutback hereunder, the Company shall give the Investor at least 5 Trading Days prior written notice along with the calculations as to such Investor’s allotment. In addition, in the event that the Staff or the SEC requires the Holder any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder such Investor does not consent to being so named as an underwriter in such Registration Statement, then then, in each such case, the Partnership Company shall reduce the total number of Registrable Securities to be registered on behalf of the Holdersuch Investor, until such time as the Staff or the SEC does not require such identification or until the Holder such Investor accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all securities that are not Registrable Securities other than those issued pursuant Securities, if any such securities are permitted by the Required Holders to be included in accordance with the Securities Purchase terms of this Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed file an additional Registration Statement by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Filing Deadline.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by (after consultation with the Holder Investor as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does has made a final and non-appealable determination that the SEC will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and SEC that a new Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementSEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20additional Registration Statements in accordance with Section 2(d) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC Commission (the “Staff”) or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as an “underwriter,” otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with the Commission pursuant to Section ‎2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by (with the Holder prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Holder does not consent Company’s obligation to being so named as an underwriter in use commercially reasonable efforts to have the Registration Statement declared effective by the Commission shall automatically terminate with respect to such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until Statement at such time as the Staff or the SEC does Commission has made a final and non-appealable determination that the Commission will not require permit such identification or until Registration Statement to be so utilized (unless prior to such time the Holder accepts such identification Company and the manner thereof. Any reduction pursuant Investor have received assurances from the Staff or the Commission reasonably acceptable to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Legal Counsel that a new Registration Statement filed by the Securities Purchase AgreementCompany with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20additional Registration Statements in accordance with Section ‎2(c) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does Commission has made a final and non-appealable determination that the Commission will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and Commission that a New Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementCommission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities in order (and any related conditions to permit the resale thereof by Investor’s obligations) shall be qualified to the Holder as contemplated above)extent necessary to comport with any requirement of the Staff or the Commission.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for 7 resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does Commission has made a final and non-appealable determination that the Commission will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and Commission that a New Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementCommission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then- prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does Commission has made a final and non-appealable determination that the Commission will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and Commission that a New Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementCommission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC (the “Staff”’) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by (with the Holder prior consent, which shall not be unreasonably withheld, delayed, denied, or conditioned, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reduction, Unless the Partnership shall reduce the number of units to be included by the Holder . In additionRegistration Period has ended, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20one or more New Registration Statements in accordance with Section 2(c) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained in each is available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in order to permit the resale thereof by the Holder as contemplated abovethis Section 2(d).

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does has made a final and non-appealable determination that the SEC will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and SEC that a new Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementSEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20additional Registration Statements in accordance with Section 2(d) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything a) The Company has authorized the sale and issuance of up 2,000,000 of its Common Shares (the "Shares"), to one or more purchasers (the "Offering"). The Offering has been registered with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the contrary contained Company's Registration Statement on Form S-3 (No. 333-122392), which was declared effective by the SEC on July 29, 2005 and has remained effective since such date and is effective on the date hereof (the "Registration Statement"). b) The Company and the Purchaser agree that, at the Closing (as defined in Section 2), the Purchaser will purchase from the Company and the Company will issue and sell to the Purchaser the number of Shares set forth on the signature page of this Agreement for a purchase price set forth on the signature page of this Agreement (the "Purchase Price") pursuant to the terms and conditions set forth herein. Certificates representing the Shares purchased by the Purchaser may not be delivered to the Purchaser; instead such Shares, if not physically delivered, will be credited to the Purchaser using customary book-entry procedures. c) The Company may enter into agreements with certain other purchasers (the "Other Purchasers"), with terms and conditions, including but not limited to purchase price and quantity of Shares, which may be different from those set forth herein. (The Purchaser and the Other Purchasers are hereinafter sometimes collectively referred to as the "Purchasers" and this Agreement and the stock purchase agreements executed by the Other Purchasers are hereinafter sometimes collectively referred to as the "Purchase Agreements"). The Company may accept or reject Purchase Agreements in its sole discretion. d) Pursuant to Rule 424(b)(2) of the Securities Act, the Company agrees to file with SEC a prospectus supplement in a form similar to Exhibit A hereto regarding the sale of the Shares to Purchaser (the "Prospectus Supplement") after consummation of the sale of the Shares contemplated by this Agreement. e) From the date hereof until 30 days following the date hereof, the Purchaser may, in its sole determination, elect to purchase, severally and not jointly with the event other Purchasers, up to an additional aggregate total of 225,000 registered shares of Common Stock off the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed (such securities, the "Greenshoe Securities" and such right, a "Greenshoe Right") in proportion to the Shares initially purchased by the Purchasers pursuant to this Agreement as constituting an offering Agreement. Any Greenshoe Right exercised by a Purchaser shall close within 2 business days of securities bya duly delivered exercise notice by the exercising party. Any additional investment in the Greenshoe Securities shall be at a purchase price of $5.50 per Share and on other terms and conditions materially identical to the purchase and sale of the Shares set forth on the signature page hereto, or on behalf ofmutatis mutandis. In order to effectuate a purchase and sale of the Greenshoe Securities, the Partnership, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time as the Staff Company and the SEC Purchasers shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant enter into a purchase agreement materially identical to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of ; provided, however, that there shall not be any reduction in Registrable Securities pursuant to this paragraph, the Holder shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)additional Greenshoe Rights.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC Commission (the “Staff”) or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as an “underwriter,” otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with the Commission pursuant to Section 2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by (with the Holder prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Holder does not consent Effectiveness Deadline shall automatically be deemed to being so named as an underwriter in have elapsed with respect to such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until Statement at such time as the Staff or the SEC does Commission has made a final and non-appealable determination that the Commission will not require permit such identification or until Registration Statement to be so utilized (unless prior to such time the Holder accepts such identification Company and the manner thereof. Any reduction pursuant Investor have received assurances from the Staff or the Commission reasonably acceptable to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Legal Counsel that a new Registration Statement filed by the Securities Purchase AgreementCompany with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20additional Registration Statements in accordance with Section 2(c) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Commission or the Staff as addressed in order to permit the resale thereof by the Holder as contemplated abovethis Section 2(f).

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the PartnershipCompany, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder Lenders participating therein (or as otherwise may be acceptable to each Lender) without being named therein as an “underwriter,” then the Partnership Company shall reduce the number of units shares to be included in such Registration Statement by the Holder all Lenders until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership Company shall reduce the number of units shares to be included by all Lenders on a pro rata basis (based upon the Holder number of Registrable Securities otherwise required to be included for each Lender) unless the inclusion of shares by a particular Lender or a particular set of Lenders are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Lender or set of Lenders shall be the only shares subject to reduction (and if by a set of Lenders on a pro rata basis by such Lenders or on such other basis as would result in the exclusion of the least number of shares by all such Lenders); provided, that, with respect to such pro rata portion allocated to any Lender, such Lender may elect the allocation of such pro rata portion among the Registrable Securities of such Lender. In addition, in the event that the Staff or the SEC requires the Holder any Lender seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder such Lender does not consent to being so named as an underwriter in such Registration Statement, then then, in each such case, the Partnership Company shall reduce the total number of Registrable Securities to be registered on behalf of the Holdersuch Lender, until such time as the Staff or the SEC does not require such identification or until the Holder such Lender accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder an affected Lender shall have the right to require, upon delivery of a written request to the Partnership Company signed by the Holdersuch Lender, the Partnership Company to file a registration statement within twenty forty five (2045) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holdersuch Lender in a manner acceptable to such Lender, and the Partnership Company shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder such Lender have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder such Lender or (ii) all Registrable Securities may be resold by the Holder such Lender without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder such Lender agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder such Lender as to all Registrable Securities held by the Holder such Lender and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder any Lender multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder such ▇▇▇▇▇▇ as contemplated above).

Offering. Notwithstanding anything to the contrary contained in this Agreement, in In the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as an “underwriter,” otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (with the Holder prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does has made a final and non-appealable determination that the SEC will not require permit such identification or until Registration Statement to be so utilized (unless prior to such time the Holder accepts such identification Company and the manner thereof. Any reduction pursuant Investor have received assurances from the Staff or the SEC reasonably acceptable to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Legal Counsel that a new Registration Statement filed by the Securities Purchase AgreementCompany with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20additional Registration Statements in accordance with Section 2(d) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein Investors on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as an “underwriter,” otherwise may be acceptable to each of the Investors), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by (with the Holder prior consent of each of the Investors and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investors on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to each of the Investors), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does has made a final and non-appealable determination that the SEC will not require permit such identification or until Registration Statement to be so utilized (unless prior to such time the Holder accepts such identification Company and the manner thereof. Any reduction pursuant Investors have received assurances from the Staff or the SEC reasonably acceptable to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Legal Counsel that a new Registration Statement filed by the Securities Purchase AgreementCompany with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20additional Registration Statements in accordance with Section 2(d) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investors.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that If the Staff or the SEC do Commission seeks to prevent the Company from including any or all of the Registrable Securities proposed to be registered under a Registration Statement due to limitations on the use of Rule 415, or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom), to no more than the maximum number of securities as is permitted to be registered by the Commission until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time as the Staff Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reductionnot fixed prices), the Partnership Company shall reduce not request acceleration of the number Effective Date of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Registration Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities in order (and any related conditions to permit the resale thereof by Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Holder as contemplated above)Staff or the Commission.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that If the Staff or the SEC do not permit Commission seeks to prevent the Company from including any or all of the securities, including Registrable Securities, proposed to be registered under a Registration Statement due to limitations on the use of Rule 415, or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(b), the Company is otherwise required by the Staff or the Commission to reduce the number of securities, including Registrable Securities, included in such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Statement, then the Partnership Company shall reduce the number of units securities to be included in such Registration Statement to the maximum number of securities as is permitted to be registered by the Holder until such time as Commission (the Staff and “Maximum Number of Securities”). Notwithstanding any provision herein or in the SEC shall so permit such Registration Statement Purchase Agreement to become effective as aforesaid. In making such reductionthe contrary, the Partnership Investor’s registration rights with regards to the Registrable Securities as set forth in this Agreement shall reduce the number be (i) qualified as necessary to comport with any requirement of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires Commission and (ii) subject in priority to the Holder senior registration rights granted pursuant to the Warrant Agreement, the Initial Stockholders Registration Rights Agreement, and any other pre-existing senior registration rights granted by the Company, and equal in priority to the registration rights granted pursuant to the CF Principal Registration Rights Agreement. Accordingly, to the extent that the Maximum Number of Securities exceeds the aggregate number of securities proposed to be specifically identified as an “underwriter” in order registered pursuant to permit such registration rights under this Agreement, the Initial Stockholders Registration Statement to become effective, Rights Agreement and the Holder does not consent CF Principal Registration Rights Agreement, the Company shall include, up to being so named as an underwriter the Maximum Number of Securities, in any such Registration Statement: (A) first, then any shares of Common Stock underlying the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued Public Warrants pursuant to the registration rights set forth in the Warrant Agreement; (B) second, to the extent that the Maximum Number of Securities Purchase has not been reached under the foregoing clause (A), any securities of holders exercising their rights to register such securities pursuant to the Initial Stockholders Registration Rights Agreement. In , (C) third, to the event extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), then, the following, all equal in priority: any reduction in securities of holders exercising their rights to register such securities pursuant to the CF Principal Registration Rights Agreement, any securities of holders exercising their rights to register such securities pursuant to the March 2023 Financing Registration Rights Agreement, any Registrable Securities of holders exercising their rights to register their Registrable Securities pursuant to this paragraphAgreement, and any security holders exercising their rights to register such securities pursuant to any registration statement of the Company signed on or about the date hereof, in the case of this clause (C), such aggregate number of registrable securities to be allocated amongst the holders thereof pro rata based on the respective number of registrable securities that each holder has requested to be included for registration. Any Registrable Securities that are excluded in accordance with the foregoing terms are hereinafter referred to as “Cut Back Securities.” To the extent Cut Back Securities exist, promptly following such time as may be permitted by the SEC, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership be required to file a registration statement within twenty (20) days Registration Statement covering the resale of such request the Cut Back Securities (subject also to any restrictions imposed by Rule 415 or required by the Staff or the SECterms of this Section 2) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable best efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder be declared effective as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder promptly as contemplated above)practicable thereafter.

Offering. Notwithstanding anything The Units will be offered and sold to the contrary contained Initial Purchasers pursuant to an exemption from the registration requirements under the Act. The Company has prepared a preliminary offering memorandum, dated February 5, 1998 (the "Preliminary Offering Memorandum"), and a final offering memorandum, dated February 23, 1998 (the "Offering Memorandum"), relating to the Company, the Units, the Notes and the Warrants. The Initial Purchasers have advised the Company that the Initial Purchasers will make offers (the "Exempt Resales") of the Units on the terms set forth in this the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs") and (ii) non-U.S. persons outside the United States in reliance upon Regulation S ("Regulation S") under the Act (each, a "Regulation S Investor"). The QIBs and the Regulation S Investors are collectively referred to herein as the "Eligible Purchasers." The Initial Purchasers will offer the Units to such Eligible Purchasers initially at the price set forth herein. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Notes will have the registration rights set forth in the registration rights agreement relating thereto (the "Registration Rights Agreement") in the form agreed to by the Company and the Initial Purchasers, and holders (including subsequent transferees) of the Warrants will have the registration rights set forth in the registration rights agreement relating thereto (the "Warrant Registration Rights Agreement"), in each case, to be dated the Closing Date, in the form agreed to by the Company and the Initial Purchasers, for so long as such Notes, Warrants or any Warrant Shares constitute "Transfer Restricted Securities" (as defined in each such agreement, respectively). Pursuant to the Registration Rights Agreement, the Company The Company will use a portion of the net proceeds from the sale of the Units to purchase a portfolio of Government Securities pursuant to the Pledge Agreement (the "Pledged Securities") in an amount sufficient to provide for payment in full of the first four scheduled interest payments due on the Notes. The Pledged Securities will be pledged as security for the benefit of the Initial Purchasers and other holders of the Notes (including subsequent transferees) pursuant to the Pledge Agreement, in the event form agreed to by the staff of Company and the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf ofInitial Purchasers. This Agreement, the PartnershipNotes, or in any other mannerthe Units, such that the Staff or Warrant Agreement, the SEC do not permit such Warrant Shares, the Indenture and the Registration Statement Rights Agreements, are hereinafter sometimes referred to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time collectively as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)"Operative Documents."

Offering. Notwithstanding anything The Units will be offered and sold to the contrary contained Initial -------- Purchasers pursuant to an exemption from the registration requirements under the Securities Act. The Company has prepared a preliminary offering memorandum, dated February 23, 1998 (the "Preliminary Offering Memorandum"), and a final ------------------------------- offering memorandum, dated March 6, 1998 (the "Offering Memorandum"), relating ------------------- to the Company and the Units. The Initial Purchasers have advised the Company that the Initial Purchasers will make offers to resell (the "Exempt Resales") the Units on the -------------- terms set forth in this the Offering Memorandum, as amended or supplemented, solely to persons whom any of the Initial Purchasers reasonably believe to be "qualified institutional buyers", as defined in Rule 144A under the Securities Act ("QIBs"), and to non-U.S. persons outside the United States within the ---- meaning of Regulation S under the Securities Act ("Regulation S Investors"). ---------------------- Such QIBs and Regulation S Investors shall be referred to herein as the "Eligible Purchasers". The Initial Purchasers will offer the Units to such ------------------- Eligible Purchasers initially at a purchase price equal to 51.962% of the amount thereof. Holders (including subsequent transferees) of the Notes will have the registration rights set forth in the registration rights agreement relating thereto (the "Registration Rights Agreement"), and holders (including subsequent ----------------------------- transferees) of the Warrants and Warrant Shares will have the registration rights set forth in the registration rights agreement relating thereto (the "Warrant Registration Rights Agreement"), to be dated the Closing Date for so ------------------------------------- long as such Notes, Warrants or any Warrant Shares constitute "Transfer Restricted Securities" (as defined in such agreements). Pursuant to the Registration Rights Agreement, in the event Company will agree to file with the staff of the SEC Securities and Exchange Commission (the “Staff”"Commission"), under the circumstances ---------- set forth therein, (i) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty under the Securities Act (20the "Exchange Offer Registration Statement") days with respect to an offer to exchange ------------------------------------- (the "Exchange Offer") the Notes for a new issue of such request debt securities of the -------------- Company (subject the "Exchange Notes") to any restrictions imposed by be offered in exchange for the Notes and (ii) -------------- under certain circumstances, a shelf registration statement pursuant to Rule 415 or required by under the Staff or Securities Act (the SEC"Shelf Registration Statement") for relating to the ---------------------------- resale by certain holders of the HolderNotes, and the Partnership shall following such request to use its commercially reasonable best efforts to cause such Registration Statements to be declared effective and keep effective such registration statement in consummate the same manner Exchange Offer. This Agreement, the Securities, the Indenture, the Warrant Agreement, the Registration Rights Agreement and the Warrant Registration Rights Agreement are hereinafter sometimes referred to collectively as otherwise contemplated in this the "Operative --------- Documents". The Company has also entered into that certain Series C Preferred --------- Stock and Warrant Subscription Agreement for registration statements hereunderdated as of February 20, in each case until such time as: 1998 (the "Subscription Agreement"), as modified by that certain side letter dated February 21, 1998 (collectively, the "Subscription Agreement"), pursuant to which (i) all Registrable Securities held by two investors of the Holder Company have been registered agreed to purchase equity securities of the Company within twelve months after the Closing and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by another investor of the Holder without restriction Company has agreed to purchase equity securities of the Company at the Closing (including, without limitation, volume limitations) pursuant the "Stock Purchase"). Such investors are herein collectively referred to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without as the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)"Equity Investors".

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours after the total number conclusion of Registrable any discussions with the Staff and the Commission with respect thereto) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does Commission has made a final and non-appealable determination that the Commission will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and Commission that a New Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementCommission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: as either (i) all Registrable Securities held have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder Investor, or (ii) the Purchase agreement has been terminated and all Registrable Securities may be resold issued or sold by the Holder without restriction (including, without limitation, volume limitations) Company to the Investor pursuant to Rule 144 (taking account of any Staff position with respect the Purchase Agreement prior to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that termination have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that the special demand right under this sentence may be exercised have been declared effective and Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything Westlake Chemical Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the contrary contained several underwriters named in Schedule A hereto (the “Underwriters”) U.S. $250.0 million principal amount of its 6 5/8% Senior Notes due 2016 (the “Offered Securities”) to be issued under an Indenture dated as of January 1, 2006, as supplemented by a First Supplemental Indenture to be dated January 13, 2006 (as supplemented, the “Indenture”), between the Company, the Subsidiary Guarantors (as set forth therein) and JPMorgan Chase Bank, National Association as trustee (the “Trustee”). The Offered Securities will be unconditionally guaranteed as to the payment of principal, premium, if any, and interest (the “Guarantees”) by the subsidiaries of the Company named in Schedule B hereto (each a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”). As used herein, the term “Operative Documents” refers to this AgreementAgreement and the Indenture. The Company and the Subsidiary Guarantors have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-124581), including a form of prospectus, for the registration of the offer and sale of certain securities, including the Offered Securities, under the Securities Act of 1933, as amended (the “1933 Act”), from time to time in accordance with Rule 415 of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”). Such registration statement, as amended, has been declared effective by the Commission. Promptly after the time of this Agreement but, in any event, prior to the Closing Date (as defined hereinafter), the Company and the Subsidiary Guarantors will prepare and file a prospectus supplement relating to the Offered Securities, the terms of the offering thereof and the other matters set forth therein, pursuant to Rule 424(b) under the 1933 Act Regulations. The final prospectus and the final prospectus supplement relating to the Offered Securities, in the event forms filed with the staff Commission pursuant to Rule 424(b) under the 1933 Act Regulations for use in connection with the offering of the SEC (Offered Securities, are collectively referred to herein as the “StaffProspectus”) or , and such registration statement, as amended, including the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities byfinancial statements, or on behalf of, schedules and other information which is incorporated by reference in the Partnership, or prospectus contained in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale registration statement at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in time such Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In additionregistration statement became effective, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” form in order to permit such Registration Statement to become which it became effective, is hereinafter called the “Registration Statement”; provided, however, that all references to the “Registration Statement” and the Holder does not consent “Prospectus” shall also be deemed to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce include all Registrable Securities other than those issued documents incorporated therein by reference pursuant to the Securities Purchase Agreement. In Exchange Act of 1934, as amended (the event of any reduction in Registrable Securities pursuant to this paragraph“1934 Act”), the Holder shall have the right to require, upon delivery of a written request prior to the Partnership signed by the Holder, the Partnership Applicable Time (as defined hereinafter). A “preliminary prospectus” shall be deemed to file a registration statement within twenty (20) days of such request (subject refer to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause prospectus that omitted information to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement included upon pricing in a manner acceptable to form of prospectus filed with the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) Commission pursuant to Rule 144 (taking account 424(b) under the 1933 Act Regulations and was used after such effectiveness and prior to the initial delivery of the Prospectus to the Underwriters by the Company. For purposes of this Agreement, all references to the Registration Statement, any Staff position with respect preliminary prospectus or the Prospectus or any amendment or supplement to “affiliate” status) and without any of the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees foregoing shall be deemed to be named as an underwriter in any such Registration Statement in a manner acceptable identical to the Holder as copy filed with the Commission pursuant to all Registrable Securities held by the Holder its Electronic Data Gathering, Analysis and that have not theretofore been included in a Registration Statement under this Agreement Retrieval system (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above“▇▇▇▇▇”).

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC Commission (the “Staff”) or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as an “underwriter,” otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with the Commission pursuant to Section 2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by (with the Holder prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), and the Holder does not consent to being so named as an underwriter Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20additional Registration Statements in accordance with Section 2(c) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after reasonable consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Registration Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” on a delayed or continuous basis under Rule 415, or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(b), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder and their legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effective, effective and be used for resales by the Holder does on a delayed or continuous basis under Rule 415, the Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Registration Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(b) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Holder.

Offering. Notwithstanding anything The Initial Securities will be offered and sold to the contrary contained Initial Purchasers pursuant to an exemption from the registration requirements under the Act. The Company has prepared a preliminary offering memorandum, dated November 10, 1997 (the "Preliminary Offering Memorandum"), and a final offering memorandum, dated November 24, 1997 (the "Offering Memorandum"), relating to the Company, the Initial Securities and the Subsidiary Guarantees. The Initial Purchasers have advised the Company that the Initial Purchasers will make offers (the "Exempt Resales") of the Initial Securities on the terms set forth in this the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs") and (ii) non-U.S. persons outside the United States in reliance upon Regulation S ("Regulation S") under the Act (each, a "Reg S Investor"). The QIBs and Reg S Investors are collectively referred to herein as the "Eligible Purchasers." Holders (including subsequent transferees) of the Initial Securities will have the registration rights set forth in the registration rights agreement relating thereto (the "Registration Rights Agreement"), to be dated the Closing Date, for so long as such Initial Securities constitute "Transfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, in the event Company and the staff of Guarantors will agree to file with the SEC Securities and Exchange Commission (the “Staff”"Commission"), under the circumstances set forth therein, (i) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to the 11% Notes due 2004 (the "Exchange Securities") identical in all material respects to the Initial Securities (except that the Exchange Securities will not contain terms with respect to transfer restrictions or Liquidated Damages) to be offered in exchange for the SEC seeks to characterize any offering Initial Securities (the "Exchange Offer") and (ii) under certain circumstances, a shelf registration statement pursuant to a Rule 415 under the Act (the "Shelf Registration Statement filed pursuant to this Agreement as constituting an offering of securities byStatement" and, or on behalf of, together with the Partnership, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Exchange Offer Registration Statement, then the Partnership shall reduce "Registration Statements") relating to the total number of Registrable Securities to be registered on behalf resale by certain holders of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the HolderInitial Securities, and the Partnership shall following such request to use its commercially reasonable their best efforts to cause such Registration Statements to be declared effective and keep effective such registration statement to consummate the Exchange Offer. This Agreement, the Securities, the Subsidiary Guarantees, the Indenture, the Registration Rights Agreement and the New Credit Facility (as defined in the same manner Offering Memorandum) are hereinafter referred to collectively as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)"Operative Documents."

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the PartnershipCompany, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder Holders participating therein (or as otherwise may be acceptable to Legal Counsel) without being named therein as an “underwriter,” then the Partnership Company shall reduce the number of units shares to be included in such Registration Statement by the Holder all Holders until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership Company shall reduce the number of units shares to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of shares by a particular Holder or a particular set of Holders are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Holder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of shares by all such Holders), provided that in the event of any such pro rata reduction, (i) The number of Broker Warrant Shares shall first be reduced until all Broker Warrant Shares have been eliminated from such Registration Statement (if so required), (ii) the number of Warrant Shares shall first be reduced until all Warrant Shares have been eliminated from such Registration Statement (if so required), and (iii) then the number of Common Shares shall be reduced until all Common Shares have been eliminated from such Registration Statement (if so required). In addition, in the event that the Staff or the SEC requires the any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the such Holder does not consent to being so named as an underwriter in such Registration Statement, then then, in each such case, the Partnership Company shall reduce the total number of Registrable Securities to be registered on behalf of the such Holder, until such time as the Staff or the SEC does not require such identification or until the such Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder an affected Investor shall have the right to require, upon delivery of a written request to the Partnership Company signed by the Holdersuch Investor, the Partnership Company to file a registration statement within twenty six (206) days months of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holdersuch Investor in a manner acceptable to such Investor, and the Partnership Company shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder such Investor or (ii) all Registrable Securities may be resold by the Holder such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder such Investor as to all Registrable Securities held by the Holder such Investor and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder such Investor as contemplated above).

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly request the total number withdrawal of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Registration Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Staff or the Commission as addressed in order to permit the resale thereof by the Holder as contemplated abovethis Section 2(e).

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC Commission (the “Staff”’) or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as an “underwriter,” otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with the Commission pursuant to Section 2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by (with the Holder prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Holder does not consent Effectiveness Deadline shall automatically be deemed to being so named as an underwriter in have elapsed with respect to such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until Statement at such time as the Staff or the SEC does Commission has made a final and non-appealable determination that the Commission will not require permit such identification or until Registration Statement to be so utilized (unless prior to such time the Holder accepts such identification Company and the manner thereof. Any reduction pursuant Investor have received assurances from the Staff or the Commission reasonably acceptable to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Legal Counsel that a new Registration Statement filed by the Securities Purchase AgreementCompany with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20additional Registration Statements in accordance with Section 2(d) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything The Series A Notes will be offered and sold to the contrary contained Initial Purchasers pursuant to an exemption from the registration requirements under the Act. The Company has prepared a preliminary offering memorandum, dated February 1, 2001 (the "PRELIMINARY OFFERING MEMORANDUM"), and a final offering memorandum, dated February 14, 2001 (the "OFFERING MEMORANDUM"), relating to the Company and its subsidiaries and the Series A Notes. The Initial Purchasers have advised the Company that the Initial Purchasers will make offers (the "EXEMPT RESALES") of the Series A Notes on the terms set forth in this the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBS") and (ii) non U.S. persons outside the United States in reliance upon Regulation S ("REGULATION S") under the Act (each, a "REG S INVESTOR"). The QIBs and the Reg S Investors are collectively referred to herein as the "ELIGIBLE PURCHASERS." The Initial Purchasers will offer the Series A Notes to such Eligible Purchasers initially at a price equal to 100% of the principal amount thereof. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Series A Notes will have the registration rights set forth in the registration rights agreement relating thereto (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, for so long as such Series A Notes constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, in the event Company and the staff of Guarantors will agree to file with the SEC Securities and Exchange Commission (the “Staff”"COMMISSION"), under the circumstances set forth therein, (i) or a registration statement under the SEC seeks Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") relating to characterize any offering the Company's 10 5/8% Series B Senior Subordinated Notes due 2011 (the "SERIES B NOTES") and Guarantees thereof to be offered in exchange for the Series A Notes and Guarantees thereof (the "EXCHANGE OFFER") and (ii) a shelf registration statement pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities byRule 415 under the Act (the "SHELF REGISTRATION STATEMENT" and, or on behalf of, together with the Partnership, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Exchange Offer Registration Statement, then the Partnership shall reduce "REGISTRATION STATEMENTS") relating to the total number of Registrable Securities to be registered on behalf resale by certain holders of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the HolderSeries A Notes, and the Partnership shall following such request to use its commercially their reasonable best efforts to cause such Registration Statements to be declared effective and keep effective such registration statement in to consummate the same manner Exchange Offer. This Agreement, the Notes, the Guarantees, the Indenture and the Registration Rights Agreement are hereinafter referred to collectively as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)"OPERATIVE DOCUMENTS."

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then Statement and shall promptly (but in no event later than 48 hours) request the Partnership shall reduce the total number withdrawal of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Registration Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything A. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the contrary contained in this Agreementissuance and sale by the Company of up to 10,000,000 shares of its common stock, in the event the staff of the SEC $.01 per share par value (the “StaffShares”), at a price of $.125 per share (the “Offering” or “Seed Round”). A sale of 8,000,000 Shares (plus up to an additional 2,000,000 Shares which the Company reserves the right to issue on the same terms provided herein) or the SEC seeks shall be referred to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to “Maximum Offering”. B. The Shares will be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued offered pursuant to the Securities Purchase terms and conditions set forth in a Subscription Agreement prepared by the Company (such Subscription Agreement, together with all amendments thereof and supplements and exhibits thereto, are referred to herein as the “Offering Documents”). The Subscription Agreement is to be executed by each purchaser and the Company at each Closing (as defined in Section 1(C) hereof) (collectively, the “Subscription Agreements”). (1) The Shares will be offered by the Placement Agent on a “best efforts” basis up to the amount of the Maximum Offering. Subject to the conditions set forth in Section 8 hereof, if subscriptions have been received prior to the Termination Date (as defined below) and are accepted by the Company, a closing under this Agreement (the “Initial Closing”) shall be held at the offices of the Placement Agent, or such other place as the parties may agree, as soon as practicable following the date upon which the Placement Agent and the Company confirm in writing to each other that subscriptions have been accepted, or at such other place, time, or date as the Company and the Placement Agent shall agree upon. (2) At any time prior to the Termination Date, if subscriptions for the sale of up to the Maximum Offering amount are received and accepted by the Company, one or more closings (each, an “Additional Closing”) shall take place in the manner herein set forth with respect to the Initial Closing. In the event of that an Additional Closing has not taken place for any reduction in Registrable Securities pursuant to this paragraph, the Holder shall have the right to require, upon delivery of a written request subscription received and accepted on or prior to the Partnership signed by Termination Date (as may be extended), a final closing (“Final Closing”) shall be held on such date for the Holder, Shares which are the Partnership to file a registration statement within twenty (20) days subject of such request (subject subscriptions. References herein to a “Closing” shall mean the Initial Closing, any restrictions imposed by Rule 415 or required by the Staff Additional Closing or the SEC) for resale by Final Closing, as the Holdercontext requires, and the Partnership date thereof shall following such request use its commercially reasonable efforts be referred to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Closing Date.”

Offering. Notwithstanding anything to the contrary contained in this Agreement, Agreement in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the PartnershipParent, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Buyer then the Partnership Parent shall reduce the number of units shares to be included in such Registration Statement by the Holder Buyer until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder Buyer to be specifically identified as an “”underwriter” in order to permit such Registration Statement to become effective, and the Holder Buyer does not consent to being so named as an underwriter in such Registration Statement, then then, in each such case, the Partnership Parent shall reduce the total number of Registrable Securities to be registered on behalf of the HolderBuyer, until such time as the Staff or the SEC does not require such identification or until the Holder Buyer accepts such identification and the manner thereof. Any reduction pursuant With regard to this paragraph will first reduce all any reduced Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder shall have the right to requireSecurities, upon delivery of a written request to the Partnership Parent signed by the HolderBuyer, the Partnership to Parent shall file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the HolderBuyer in a manner acceptable to the Buyer, and the Partnership Parent shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement Registration Statement in the same manner as otherwise contemplated in this Agreement for other registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder Buyer have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder Buyer or (ii) all Registrable Securities may be resold by the Holder Buyer without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and legal counsel to the Parent provides and opinion to such effect to the Buyer in form reasonably acceptable to the Buyer or (iii) the Holder Buyer agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder Buyer as to all Registrable Securities held by the Holder Buyer and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder Buyer multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder Buyer as contemplated above).

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities bythat does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or on behalf ofif after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Partnership, or in any other manner, such that Company is otherwise required by the Staff or the SEC do Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours after the conclusion of any discussions with the Staff and the Commission with respect thereto) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities or if the Commission does not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff Investor on a delayed or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities continuous basis under Rule 415 at then-prevailing market prices pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership use its reasonable best efforts to file a registration statement within twenty (20one or more New Registration Statements with the Commission in accordance with Section 2(c) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time asas all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor. Subject to the Allowable Grace Periods, if: (i) all Registrable Securities held by the Holder have been registered and sold pursuant to an effective a Registration Statement in a manner acceptable is not filed on or prior to the Holder or Filing Deadline, (ii) all Registrable a Registration Statement is not declared effective on or prior to the Effectiveness Deadline, or the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities may be resold Act, within five Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Holder without restriction (includingSEC that a Registration Statement will not be “reviewed,” or not subject to further review, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) after the Holder agrees to be named as an underwriter in any such effectiveness, a Registration Statement in a manner acceptable ceases for any reason to the Holder remain continuously effective as to all Registrable Securities held for which it is required to be effective, after taking into account Section 2(c) and 2(e), or (iv) the Investor is not permitted to utilize the prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 60 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event” and the date of any such Event, the “Event Date”), then in addition to any other rights the Investor may have hereunder or under applicable law, the Company shall be in breach of the term and conditions of this Agreement and such Event shall be deemed an event of default for so long as such Event remains uncured. During the period of the existence of an uncured Event, the Investor shall have no obligation to accept a VWAP Purchase Notice, Off-Hour Sale Notice or Intraday VWAP Purchase Notice or accept or purchase any Shares (other than any Shares purchased by the Holder Investor prior to the occurrence of the Event). In addition, on each such Event Date and that on each monthly anniversary of each such Event Date thereafter (if the applicable Event shall not have been cured by such date) or any pro rata portion thereof, until the applicable Event is cured or sixty (60) calendar days after the applicable Event Date, whichever occurs first, the Company shall pay to the Investor an amount in cash, as partial liquidated damages and not theretofore been included in as a Registration Statement under this Agreement penalty, equal to the product of one percent (it being understood 1.0%) multiplied by the total purchase price of each outstanding VWAP Purchase Notice, Off-Hour Sale Notice or Intraday VWAP Purchase Notice, as applicable (other than the purchase price for any Shares purchased by the Investor prior to the occurrence of the Event); provided, that the special demand right under this sentence may be exercised maximum aggregate amount payable thereunder shall not exceed 2% of such amount. For example, if the total purchase price of all outstanding VWAP Purchase Notice, Off-Hour Sale Notice and Intraday VWAP Purchase Notice (other than the purchase price for any Shares purchased by the Holder multiple times Investor prior to the occurrence of the Event) is $1,000,000 at an Event Date which shall occur after the date hereof, then, on the Event Date and with respect on each monthly anniversary of such Event Date thereafter (if the applicable Event shall not have been cured by such date) the Company shall pay partial liquidated damages on such amount equal to limited amounts $10,000, up to an aggregate of Registrable Securities $20,000. If the Company fails to pay any partial liquidated damages pursuant to this Section 2(e) in order full within seven (7) calendar days after the date payable, the Company shall pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted to permit be paid by applicable regulation) to the resale thereof by Investor, accruing daily from the Holder as contemplated above)date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the PartnershipCompany, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder Holders participating therein (or as otherwise may be acceptable to Legal Counsel) without being named therein as an “underwriter,” then the Partnership Company shall reduce the number of units shares to be included in such Registration Statement by the Holder all Holders until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership Company shall reduce the number of units shares to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of shares by a particular Holder or a particular set of Holders are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Holder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of shares by all such Holders), provided that in the event of any such pro rata reduction, (i) The number of Broker Warrant Shares shall first be reduced until all Broker Warrant Shares have been eliminated from such Registration Statement (if so required), (ii) the number of Series E Warrant Shares shall first be reduced until all Series E Warrant Shares have been eliminated from such Registration Statement (if so required), (iii) then the number of Series D Warrant Shares shall first be reduced until all Series D Warrant Shares have been eliminated from such Registration Statement (if so required), (iv) then the number of Series C Warrant Shares shall first be reduced until all Series C Warrant Shares have been eliminated from such Registration Statement (if so required), (v) then the number of Series A Warrant Shares shall be reduced until all Series B Warrant Shares have been eliminated from such Registration Statement (if so required), (vi) then the number of Series B Warrant Shares shall be reduced until all Series A Warrant Shares have been eliminated from such Registration Statement (if so required), and (vii) then the number of Underlying Series B Shares shall be reduced until all Underlying Series B Shares have been eliminated from such Registration Statement (if so required). In addition, in the event that the Staff or the SEC requires the any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the such Holder does not consent to being so named as an underwriter in such Registration Statement, then then, in each such case, the Partnership Company shall reduce the total number of Registrable Securities to be registered on behalf of the such Holder, until such time as the Staff or the SEC does not require such identification or until the such Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder an affected Investor shall have the right to require, upon delivery of a written request to the Partnership Company signed by the Holdersuch Investor, the Partnership Company to file a registration statement within twenty six (206) days months of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holdersuch Investor in a manner acceptable to such Investor, and the Partnership Company shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder such Investor or (ii) all Registrable Securities may be resold by the Holder such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder such Investor as to all Registrable Securities held by the Holder such Investor and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder such Investor as contemplated above).

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours after the total number conclusion of Registrable any discussions with the Staff and the Commission with respect thereto) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does Commission has made a final and non-appealable determination that the Commission will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and Commission that a New Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementCommission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above).Investor. DOCPROPERTY "CUS_DocIDChunk0"

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the PartnershipCompany, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Partnership Company shall reduce the number of units shares to be included in such Registration Statement by the Holder all Holders until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership Company shall reduce the number of units shares to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of shares by a particular Holder or a particular set of Holders are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Holder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of shares by all such Holders); provided, that with respect to such pro rata portion allocated to any Holder, such Holder may elect the allocation of such pro rata portion among the Registrable Securities of such Holder. In addition, in the event that the Staff or the SEC requires the any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the such Holder does not consent to being so named as an underwriter in such Registration Statement, then then, in each such case, the Partnership Company shall reduce the total number of Registrable Securities to be registered on behalf of the such Holder, until such time as the Staff or the SEC does not require such identification or until the such Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Financing Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the an affected Holder shall have the right to require, upon delivery of a written request to the Partnership Company signed by the such Holder, the Partnership Company to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the such Holder of such reduced Registrable Securities in a manner acceptable to such Holder, and the Partnership Company shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the such Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the such Holder or (ii) all Registrable Securities may be resold by the such Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the such Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the such Holder as to all Registrable Securities held by the such Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the an Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the such Holder as contemplated above).

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investors on a delayed or continuous basis under Rule 415, or if after the filing of any Registration Statement pursuant to Section 2(a), Section 2(c), or Section 2(g), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investors and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investors on a delayed or continuous basis under Rule 415, the Company shall not request acceleration of the Effective Date of such Registration Statement and the Holder does not consent to being so named as an underwriter Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request then use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner accordance with Section 2(c) as otherwise contemplated in this Agreement for registration statements hereunder, in each case promptly as practicable until such time as: (i) as all Registrable Securities held have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to Investors. For the Holder or (ii) avoidance of doubt, if Form S-3 is not available for the inclusion of all Registrable Securities may be resold by thereon, the Holder without restriction (includingobligation under Section ‎2(a), without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status‎(c) and without ‎(e) to file an Initial Registration Statement or a New Registration Statement shall include the need for current public information required by Rule 144(c)(1obligation to file such Registration Statement(s) on Form S-1 (or Rule 144(i)(2), if applicable) any successor or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated aboveequivalent form).

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does Commission has made a final and non- appealable determination that the Commission will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and Commission that a New Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementCommission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does Commission has made a final and non-appealable determination that the Commission will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and Commission that a New Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementCommission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above).Investor. ​

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC Commission (the “Staff”) or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as an “underwriter,” otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with the Commission pursuant to Section 2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by (with the Holder prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Holder does not consent Effectiveness Deadline shall automatically be deemed to being so named as an underwriter in have elapsed with respect to such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until Statement at such time as the Staff or the SEC does Commission has made a final and non- appealable determination that the Commission will not require permit such identification or until Registration Statement to be so utilized (unless prior to such time the Holder accepts such identification Company and the manner thereof. Any reduction pursuant Investor have received assurances from the Staff or the Commission reasonably acceptable to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Legal Counsel that a new Registration Statement filed by the Securities Purchase AgreementCompany with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20additional Registration Statements in accordance with Section 2(c) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything The Company is advised by you that you propose to make a public offering of the Bonds as soon after the effectiveness of this Underwriting Agreement as in your judgment is advisable. The Company is further advised by you that the Bonds will be offered to the contrary contained public at the initial public offering price specified in this Agreementthe Prospectus Supplement plus accrued interest thereon, if any, from the Closing Date. Time and Place of Closing; Delivery of the Bonds Delivery of the Bonds and payment of the purchase price therefor by wire transfer of immediately available funds shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 10:00 A.M., New York time, on [__________], 20__, or at such other time on the same or such other day as shall be agreed upon by the Company and you. The hour and date of such delivery and payment are herein called the "Closing Date." The Bonds shall be delivered to you only in book-entry only form through the facilities of The Depository Trust Company in New York, New York. The certificate for the Bonds shall be in the form of one typewritten global bond in fully registered form, in the event the staff aggregate principal amount of the SEC Bonds, and registered in the name of Cede & Co., as nominee of The Depository Trust Company. The Company agrees to make the Bonds available to you for checking not later than 2:30 P.M., New York time, on the last business day preceding the Closing Date at such place as may be agreed upon between you and the Company, or at such other time and/or date as may be agreed upon between you and the Company. Covenants of the Company The Company covenants and agrees with you that: Not later than the Closing Date, the Company will deliver to you a conformed copy of the Registration Statement in the form that it or the most recent post-effective amendment thereto became effective, certified by an officer of the Company to be in such form. The Company will deliver to you as many copies of the Prospectus (and any amendments or supplements thereto) as you may reasonably request. The Company will cause the Prospectus to be filed with the Commission pursuant to and in compliance with Rule 424(b) and will advise you promptly of the issuance of any stop order under the Securities Act with respect to the Registration Statement or the institution of any proceedings therefor of which the Company shall have received notice. The Company will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof if issued. During such period of time as you are required by law to deliver a prospectus after this Underwriting Agreement has become effective, if any event relating to or affecting the Company, or of which the Company shall be advised by you in writing, shall occur which in the Company's opinion should be set forth in a supplement or amendment to the Prospectus in order to make the Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser of the Bonds, the Company will amend or supplement the Prospectus by either (i) preparing and filing with the Commission and furnishing to you a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Prospectus, or (ii) making an appropriate filing pursuant to Section 13, 14 or 15(d) of the Exchange Act which will supplement or amend the Prospectus, so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading. Unless such event relates solely to your activities (in which case you shall assume the expense of preparing any such amendment or supplement), the expenses of complying with this Section 6(d) shall be borne by the Company until the expiration of nine months from the time of effectiveness of this Underwriting Agreement, and such expenses shall be borne by you thereafter. The Company will make generally available to its security holders, as soon as practicable, an earning statement (which need not be audited) covering a period of at least twelve months beginning after the "effective date of the registration statement" within the meaning of Rule 158 under the Securities Act, which earning statement shall be in such form, and be made generally available to security holders in such a manner, as to meet the requirements of the last paragraph of Section 11(a) of the Securities Act and Rule 158 under the Securities Act. At any time within six months of the date hereof, the Company will furnish such proper information as may be lawfully required by, and will otherwise cooperate in qualifying the Bonds for offer and sale under, the blue sky laws of such jurisdictions as you may reasonably designate, provided that the Company shall not be required to qualify as a foreign corporation or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or to meet any other requirements deemed by the Company to be unduly burdensome. The Company will, except as herein provided, pay all fees, expenses and taxes (except transfer taxes) in connection with (i) the preparation and filing of the Registration Statement and any post-effective amendments thereto, (ii) the printing, issuance and delivery of the Bonds and the preparation, execution, printing and recordation of the Supplemental Indenture, (iii) legal counsel relating to the qualification of the Bonds under the blue sky laws of various jurisdictions in an amount not to exceed $3,500, (iv) the printing and delivery to you of reasonable quantities of copies of the Registration Statement, the preliminary (and any supplemental) blue sky survey, any preliminary prospectus supplement relating to the Bonds and the Prospectus and any amendment or supplement thereto, except as otherwise provided in paragraph (d) of this Section 6, (v) the rating of the Bonds by one or more nationally recognized statistical rating agencies and (vi) filings or other notices (if any) with or to, as the case may be, the National Association of Securities Dealers, Inc. (the “Staff”"NASD") or in connection with its review of the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement terms of the offering. Except as constituting an offering of securities by, or on behalf ofprovided above, the PartnershipCompany shall not be required to pay any of your expenses, except that, if this Underwriting Agreement shall be terminated in accordance with the provisions of Section 7, 8 or 11 hereof, the Company will reimburse you for (A) the reasonable fees and expenses of Counsel for the Underwriter, whose fees and expenses you agree to pay in any other mannerevent, and (B) reasonable out-of-pocket expenses in an aggregate amount not exceeding $15,000, incurred in contemplation of the performance of this Underwriting Agreement. The Company shall not in any event be liable to you for damages on account of loss of anticipated profits. The Company will not sell any additional First Mortgage Bonds without your consent until the earlier to occur of (i) the Closing Date and (ii) the date of the termination of the fixed price offering restrictions applicable to you. You agree to notify the Company of such that termination if it occurs prior to the Staff or Closing Date. As soon as practicable after the SEC do not permit such Registration Statement Closing Date, the Company will make all recordings, registrations and filings necessary to become effective perfect and used for resales in a manner that does not constitute such an offering and that permits preserve the continuous resale at lien of the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time as the Staff Mortgage and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, rights under the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effectiveSupplemental Indenture, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph Company will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable best efforts to cause to be furnished to you a supplemental opinion of counsel for the Company, addressed to you, stating that all such recordings, registrations and keep effective filings have been made. Conditions of Underwriter's Obligations Your obligations to purchase and pay for the Bonds shall be subject to the accuracy on the date hereof and on the Closing Date of the representations and warranties made herein on the part of the Company and of any certificates furnished by the Company on the Closing Date and to the following conditions: The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) prior to 5:30 P.M., New York time, on the second business day following the date of this Underwriting Agreement, or such registration statement other time and date as may be agreed upon by the Company and you. No stop order suspending the effectiveness of the Registration Statement shall be in effect at or prior to the Closing Date; no proceedings for such purpose shall be pending before, or, to your knowledge or the knowledge of the Company threatened by, the Commission on the Closing Date; and you shall have received a certificate, dated the Closing Date and signed by the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company, to the effect that no such stop order has been or is in effect and that no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission. At the Closing Date, there shall have been issued and there shall be in full force and effect, to the extent legally required for the issuance and sale of the Bonds, a resolution or resolutions of the Council of the City of New Orleans, Louisiana (the "Council"), authorizing the issuance and sale of the Bonds on the terms set forth in, or contemplated by, this Underwriting Agreement. At the Closing Date, you shall have received from ▇▇▇▇ ▇. ▇▇▇▇, Esq., Senior Counsel-Corporate and Securities of Entergy Services, Inc. and ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, opinions, dated the Closing Date, substantially in the same manner as otherwise contemplated forms set forth in this Agreement for registration statements hereunderExhibits A and B hereto, in each case until such time as: respectively, (i) all Registrable Securities held with such changes therein as may be agreed upon by the Holder have been registered Company and sold pursuant to an effective Registration Statement in a manner acceptable to you with the Holder or approval of Counsel for the Underwriter, and (ii) all Registrable Securities if the Prospectus shall be supplemented after being furnished to you for use in offering the Bonds, with changes therein to reflect such supplementation. At the Closing Date, you shall have received from Counsel for the Underwriter an opinion, dated the Closing Date, substantially in the form set forth in Exhibit C hereto, with such changes therein as may be resold by necessary to reflect any supplementation of the Holder without restriction Prospectus prior to the Closing Date. On or prior to the date this Underwriting Agreement became effective, you shall have received from Deloitte & Touche LLP, the Company's independent certified public accountants (includingthe "Accountants"), without limitation, volume limitationsa letter dated the date hereof and addressed to you to the effect that (i) pursuant to Rule 144 (taking account of any Staff position they are independent certified public accountants with respect to “affiliate” statusthe Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the financial statements and without financial statement schedules audited by them and included or incorporated by reference in the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the applicable published rules and regulations thereunder; (iii) on the Holder agrees basis of performing the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 71, Interim Financial Information, on the latest unaudited financial statements, if any, included or incorporated by reference in the Prospectus, a reading of the latest available interim unaudited financial statements of the Company, the minutes of the meetings of the Board of Directors of the Company, the Executive Committee thereof, if any, and the stockholder of the Company, since December 31, 200_ to be named as an underwriter in any such Registration Statement in a manner acceptable specified date not more than five days prior to the Holder as to all Registrable Securities held by date of such letter, and inquiries of officers of the Holder Company who have responsibility for financial and that have not theretofore been included in a Registration Statement under this Agreement accounting matters (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards and they would not necessarily reveal matters of significance with respect to limited the comments made in such letter and, accordingly, that the Accountants make no representations as to the sufficiency of such procedures for your purposes), nothing has come to their attention which caused them to believe that, to the extent applicable, (A) the unaudited financial statements of the Company (if any) included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the related published rules and regulations thereunder; (B) any material modifications should be made to said unaudited financial statements for them to be in conformity with generally accepted accounting principles; and (C) at a specified date not more than five days prior to the date of the letter, there was any change in the capital stock of the Company, increase in long-term debt of the Company, or decrease in its net assets or shareholders' equity, in each case as compared with amounts shown in the most recent balance sheet incorporated by reference in the Prospectus, except in all instances for changes or decreases which the Prospectus discloses have occurred or may occur, for declarations of Registrable Securities dividends, for the amortization of premium or discount on long-term debt, for any increases in order long-term debt in respect of previously issued pollution control, solid waste disposal or industrial development revenue bonds, or for changes, increases or decreases as set forth in such letter, identifying the same and specifying the amount thereof; and (iv) stating that they have compared specific dollar amounts, percentages of revenues and earnings and other financial information pertaining to permit the resale thereof Company (x) set forth in the Prospectus, and (y) set forth in documents filed by the Holder Company pursuant to Section 13, 14 or 15(d) of the Exchange Act as specified in Exhibit D hereto, in each case, to the extent that such amounts, numbers, percentages and information may be derived from the general accounting records of the Company, and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter, and found them to be in agreement. At the Closing Date, you shall have received a certificate, dated the Closing Date and signed by the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company, to the effect that (i) the representations and warranties of the Company contained herein are true and correct, (ii) the Company has performed and complied with all agreements and conditions in this Underwriting Agreement to be performed or complied with by the Company at or prior to the Closing Date and (iii) since the most recent date as of which information is given in the Prospectus, as it may then be amended or supplemented, there has not been any material adverse change in the business, property or financial condition of the Company and there has not been any material transaction entered into by the Company, other than transactions in the ordinary course of business, in each case other than as referred to in, or contemplated above).by, the Prospectus, as it may then be amended or supplemented. At the Closing Date, you shall have received duly executed counterparts of the Supplemental Indenture. At the Closing Date, you shall have received from the Accountants a letter, dated the Closing Date, confirming, as of a date not more than five days prior to the Closing Date, the statements contained in the letter delivered pursuant to Section 7(f) hereof. Between the date hereof and the Closing Date, no default (or an event which, with the giving of notice or the passage of time or both, would constitute a default) under the Mortgage shall have occurred. Prior to the Closing Date, you shall have received from the Company evidence reasonably satisfactory to you that the Bonds have received ratings of [_____] or better from ▇▇▇▇▇'▇ Investors Service, Inc. and [___] or better from Standard & Poor's Ratings Services. Between the date hereof and the Closing Date, neither ▇▇▇▇▇'▇ Investors Service, Inc. nor Standard & Poor'

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the PartnershipCompany, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Partnership Company shall reduce remove from the number Registration Statement such portion of units the Registrable Securities (the “Cut Back Shares”) to be included in such Registration Statement by the Holder all Holders until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership Company shall reduce remove from the Registration Statement the number of units Registrable Securities to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of the Registrable Securities by a particular Holder or a particular set of Holders are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the Registrable Securities held by such Holder or set of Holders shall be the only Registrable Securities subject to reduction (and if by a set of Holders on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of Registrable Securities by all such Holders). In addition, in the event that the Staff or the SEC requires the any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the such Holder does not consent to being so named as an underwriter in such Registration Statement, then then, in each such case, the Partnership Company shall reduce the total number of Registrable Securities to be registered on behalf of the such Holder, until such time as the Staff or the SEC does not require such identification or until the such Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Note Amendment Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the an affected Holder shall have the right to require, upon delivery of a written request to the Partnership Company signed by the such Holder, the Partnership Company to file a registration statement within twenty thirty (2030) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the such Holder in a manner acceptable to such Holder, and the Partnership Company shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the such Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the such Holder or (ii) all Registrable Securities may be resold by the such Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the such Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the such Holder as to all Registrable Securities held by the such Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the a Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the such Holder as contemplated above).

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does Commission has made a final and non-appealable determination that the Commission will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and Commission that a New Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementCommission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: as either (i) all Registrable Securities held have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder Investor, or (ii) the Purchase Agreement has been terminated and all Registrable Securities may be resold issued or sold by the Holder without restriction (including, without limitation, volume limitations) Company to the Investor pursuant to Rule 144 (taking account of any Staff position with respect the Purchase Agreement prior to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that termination have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that the special demand right under this sentence may be exercised have been declared effective and Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that If the Staff or the SEC do Commission seeks to prevent the Company from including any or all of the Registrable Securities proposed to be registered under a Registration Statement due to limitations on the use of Rule 415, or if after the filing of any Registration Statement, or any Prospectus or Prospectus Supplement, pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom), to no more than the maximum number of securities as is permitted to be registered by the Commission (less the other shares of Common Stock the Company intends to register for resale by certain other selling stockholders under the Other SPA) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number Investor of units to be included in such Registration Statement by the Holder until such time as the Staff Registrable Securities on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reductionnot fixed prices), the Partnership Company shall reduce not request acceleration of the number Effective Date of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Registration Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable best efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does by Investor under Rule 415 at then-prevailing market prices (and not constitute such an offering and that permits fixed prices), or if after the continuous resale at filing of the market initial Registration Statement with the SEC pursuant to Section 2(a), Company is otherwise required by the Holder without being named therein as an “underwriter,” Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20one or more New Registration Statements in accordance with Section 2(c) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under Statements that have been declared effective and the prospectus contained therein is available for use by Investor, provided, however, that this Agreement (it being understood obligation shall cease at the end of the Registration Period. Investor understands that the special demand right under this sentence SEC Staff may be exercised by require that Investor and any underwriters, broker-dealers, or agents that participate in the Holder multiple times and with respect to limited amounts sale of Registrable Securities under the Registration Statement be deemed “underwriters” within the meaning of Section 2(11) of the Securities Act. Notwithstanding any provision herein or in order the Purchase Agreement to permit the resale thereof by contrary, Company’s obligations to register Registrable Securities (and any related conditions to Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Holder SEC or the Staff as contemplated aboveaddressed in this Section 2(d).

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investors under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registerable Securities to be included in such initial Registration Statement by (with the Holder prior consent, which shall not be unreasonably withheld, of the Investors and their legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20one or more New Registration Statements in accordance with Section 2(c) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time asas all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investors. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d). (a) If: (i) all Registrable Securities held by the Holder have been registered and sold pursuant to an effective a Registration Statement in a manner acceptable is not filed on or prior to the Holder its Filing Date, or (ii) all Registrable Securities may be resold the Company fails to file with the SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Holder without restriction (including, without limitation, volume limitations) SEC pursuant to Rule 144 the Securities Act, within five Trading Days of the date that the Company is notified (taking account of any Staff position with respect orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2)further review, if applicable) or (iii) prior to the Holder agrees effective date of a Registration Statement, the Company fails to be named as an underwriter file a pre-effective amendment and otherwise respond in any writing to comments made by the SEC in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a manner acceptable Registration Statement registering for resale all of the Registrable Securities is not declared effective by the SEC by the applicable Effectiveness Date of such Registration Statement (provided that, if the Registration Statement does not allow for the resale of Registrable Securities at prevailing market prices (i.e., only allows for fixed price sales), the Company shall have been deemed to have not satisfied this clause) or (v) after the Holder effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities held included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the Holder and that have not theretofore been included aggregate Stated Value (as defined in a Registration Statement under this Agreement the Certificate of Designation of the Series I Convertible Preferred Stock) or, in the case of the Registrable Securities in clause (it being understood that ii) through (iv), the special demand right under this sentence may be exercised VWAP on the Event Date multiplied by the Holder multiple times and with respect to limited amounts number of Registrable Securities subject to this clause (a). If the Company fails to pay any partial liquidated damages pursuant to this Section in order full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to permit be paid by applicable law) to the resale thereof by Holder, accruing daily from the Holder as contemplated above)date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the PartnershipCompany, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder Purchasers participating therein (or as otherwise may be acceptable to each Purchaser) without being named therein as an “underwriter,” then the Partnership Company shall reduce remove from the number Registration Statement such portion of units the Registrable Securities (the “Cut Back Shares”) to be included in such Registration Statement by the Holder all Purchasers until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership Company shall reduce remove from the Registration Statement the number of units Registrable Securities to be included by all Purchasers on a pro rata basis (based upon the Holder number of Registrable Securities otherwise required to be included for each Purchaser) unless the inclusion of the Registrable Securities by a particular Purchaser or a particular set of Purchasers are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the Registrable Securities held by such Purchaser or set of Purchasers shall be the only Registrable Securities subject to reduction (and if by a set of Purchasers on a pro rata basis by such Purchasers or on such other basis as would result in the exclusion of the least number of Registrable Securities by all such Purchasers). In addition, in the event that the Staff or the SEC requires the Holder any Purchaser seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder such Purchaser does not consent to being so named as an underwriter in such Registration Statement, then then, in each such case, the Partnership Company shall reduce the total number of Registrable Securities to be registered on behalf of the Holdersuch Purchaser, until such time as the Staff or the SEC does not require such identification or until the Holder such Purchaser accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder an affected Purchaser shall have the right to require, upon delivery of a written request to the Partnership Company signed by the Holdersuch Purchaser, the Partnership Company to file a registration statement within twenty thirty (2030) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holdersuch Purchaser in a manner acceptable to such Purchaser, and the Partnership Company shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder such Purchaser have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder such Purchaser or (ii) all Registrable Securities may be resold by the Holder such Purchaser without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder such Purchaser agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder such Purchaser as to all Registrable Securities held by the Holder such Purchaser and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder a Purchaser multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder such Purchaser as contemplated above).

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Investor Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does Commission has made a final and non-appealable determination that the Commission will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and Commission that a New Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementCommission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Staff or the Commission as addressed in order to permit the resale thereof by the Holder as contemplated abovethis Section 2(e).

Offering. A. The Notes will be offered on a "$1.25 million aggregate principal amount minimum or none to $3.5 million aggregate principal amount maximum best efforts basis " for the "Offering Period" as defined below. They will be issued in denominations of $10,000 or integral multiples thereof in such principal amounts as shall be determined by the Company. B. The closing date will occur approximately seven business days (the "Closing Date") following the acceptance by the Company of subscriptions for a sufficient aggregate principal amount of Notes offered hereby (as determined jointly by the Company and ▇▇▇▇▇▇▇) but in no event less than five business days or as soon thereafter as funds have cleared the banking system in the normal course of business and, in any event, will occur on or before October 31, 1997 unless extended by the mutual consent of the Company and the Placement Agent to no later than December 1, 1997 (such date is hereinafter referred to as the "Termination Date"; the period commencing on the date hereof and ending on the Termination Date is sometimes referred to herein as the "Offering Period"). There may be more than one Closing Date in the event that less than $3.5 million aggregate principal amount of Notes has been sold and paid for on the first Closing Date. C. The Notes will be offered by the Company through the Placement Agent, by means of the "Offering Materials" which shall include such documents as appropriately describe the Company's business and prospects. A list of the Offering Materials is attached hereto as EXHIBIT I. Payment for the Notes shall be made by check or wire transfer as more fully described in the Subscription Agreement. The Placement will be effected pursuant to the exemption from the registration provisions of the Securities Act of 1933 (the "Securities Act") provided by Section 4 (2) thereof and Rule 506 of Regulation D promulgated thereunder by the Securities and Exchange Commission (the "Commission"). The Notes will be sold only to "Accredited Investors" within the meaning of Rule 501 (a) of Regulation D ("Accredited Investors"). D. All funds received from subscriptions will be promptly transmitted pursuant to the terms of an escrow agreement, to a special bank escrow account at The Chase Manhattan Bank (the "Escrow Agent"). In the event that less than $1.25 million in aggregate principal amount of Notes are subscribed for during the Offering Period, all funds will be returned promptly after the Termination Date in full to subscribers without deduction therefrom or interest thereon. In the event that $1.25 million or more in aggregate principal amount of Notes are subscribed for during the Offering Period, the funds therefrom, net of (i) 10% commissions and 3% expense allowance (the "Expense Allowance") due ▇▇▇▇▇▇▇ (less $25,000 to be paid to ▇▇▇▇▇▇▇ or for its account upon the execution of this Agreement pursuant to the terms of Section 7 below, and (ii) bank escrow fees, will be forwarded to the Company, against delivery of the Notes as soon as the funds received from such subscriptions have cleared the banking system in the normal course of business. In addition, ▇▇▇▇▇▇▇ will be granted warrants (the "Placement Agent's Warrants"), exercisable over a five year period commencing upon the last Closing Date, to purchase a number of shares of the Common Stock equal to 10% of the aggregate gross proceeds of the Offering received by the Company divided by 3.6. The warrant exercise price will be $3.60 per share adjusted in accordance with anti dilution provisions which shall be the same as those set forth in the Note. E. The Company is required to obtain the permission of its primary lender, Credit Lyonnais New York Branch (the "Bank"), in order to effect the Placement. Accordingly, no funds will be released from the escrow account to the Company unless the Bank's permission is obtained or unless the Company determines to repay the Bank with the Placement proceeds. F. The Placement Agent shall not be obligated to sell any of the Notes and shall only be obligated to offer the Notes on a "best efforts" basis. G. The Company reserves the right to reject any subscriber, in whole or in part, in its sole discretion. Notwithstanding anything to the contrary contained in this AgreementPARAGRAPH G, in the event Company's right to reject a subscriber shall lapse five business days after receipt by the staff Company of the SEC (fully completed and duly executed subscription documents from the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position Placement Agent with respect to “affiliate” status) and without such subscriber, unless the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) Company shall notify the Holder agrees Placement Agent of its election to be named as an underwriter in any reject such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)subscriber prior thereto.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Registration Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Staff or the Commission as addressed in order to permit the resale thereof by the Holder as contemplated abovethis Section 2(e).

Offering. Notwithstanding anything The Underwriter hereby certifies that it has made a bona fide public offering of all the Bonds as of the date hereof at the prices shown in the table attached to Appendix A hereto. On or prior to the contrary contained in this AgreementClosing Date, the Underwriter shall provide the District with information regarding the prices at which a representative portion of each maturity of the Bonds was sold to the public, in such form as the event District may reasonably request, for purposes of determining the staff yield on the Bonds. The District hereby ratifies, approves and confirms the distribution of this Purchase Contract, the Resolution, the Paying Agent Agreement and the Preliminary Official Statement of the SEC District with respect to the Bonds, in connection with the public offering and sale of the Bonds by the Underwriter. The Underwriter hereby represents that it has received and reviewed the Preliminary Official Statement, and hereby agrees that it will provide, consistent with the requirements of MSRB Rule G-32, for the delivery of a copy of the final Official Statement describing the Bonds, dated the date hereof (the “StaffOfficial Statement”) or ), to each customer who purchases any Bonds during the SEC seeks underwriting period (as such term is defined in MSRB Rule G- 11), and to characterize any offering pursuant to deliver a Registration Statement filed pursuant to this Agreement as constituting an offering copy of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do not permit such Registration Official Statement to become effective the MSRB on or before the Closing Date, and used for resales otherwise to comply with all applicable statutes and regulations in a manner that does not constitute such an connection with the offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf sale of the HolderBonds, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitationsMSRB Rule G-32 and 17 CFR Section 240.15c2-12, promulgated by the Securities and Exchange Commission (“Rule 15c2-12”). The Underwriter hereby agrees that prior to the time the Official Statement is available, the Underwriter will send to any potential purchaser of the Bonds, upon request, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) pursuant not later than the first business day following the date upon which each such request is received. The District will electronically deliver to Rule 144 (taking account the Underwriter within seven business days from the date hereof, a copy of any Staff position the Official Statement of the District with respect to “affiliate” status) and without the need for current public information required Bonds, signed by Rule 144(c)(1) (or Rule 144(i)(2)an Authorized District Representative of the District, if applicable) or (iii) dated as of the Holder agrees to date hereof, substantially in the form of the Preliminary Official Statement, with such changes thereto as shall be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held approved by the Holder and that have Underwriter, which approval shall not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)unreasonably withheld.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC Commission (the “Staff”) or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as an “underwriter,” otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with the Commission pursuant to Section 2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by (with the Holder prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration StatementStatement and, then the Partnership shall reduce the total number of Registrable Securities in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to be registered on behalf become effective pursuant to Section 8 of the HolderSecurities Act. If not, until the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Registration Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20additional Registration Statements in accordance with Section 2(c) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to the contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(j) in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Shelf Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the PartnershipCompany, or in any other manner, such that the Staff or the SEC do not permit such Shelf Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder Investors participating therein (or as otherwise may be acceptable to the Investors participating therein) without being named therein as an “underwriter,” then the Partnership Company shall reduce the number of units shares to be included in such Shelf Registration Statement by the Holder all Investors participating therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Partnership Company shall reduce the number of units shares to be included by all Investors on a pro rata basis (based upon the Holder number of Registrable Securities otherwise required to be included for each Investor whose Registration Securities are included in such Registration Statement) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires the Holder any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “”underwriter” in order to permit such Shelf Registration Statement to become effective, and the Holder such Investor does not consent to being so named as an underwriter in such Registration Statement, then then, in each such case, the Partnership Company shall reduce the total number of Registrable Securities to be registered on behalf of the Holdersuch Investor, until such time as the Staff or the SEC does not require such identification or until the Holder such Investor accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder an affected Investor shall have the right to require, upon delivery of a written request to the Partnership Company signed by the Holdersuch Investor, the Partnership Company to file a registration statement within twenty thirty (2030) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holdersuch Investor in a manner acceptable to such Investor, and the Partnership Company shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or such Investor; (ii) solely if the applicable Registration Statement is a Shelf Registration Statement that is not related to an Underwritten Offering, all Registrable Securities may be resold by the Holder such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder such Investor as to all Registrable Securities held by the Holder such Investor and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder such Investor as contemplated above).

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the Initial Prospectus Supplement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in the Registration Statement of which the Initial Prospectus Supplement is a part, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (with the Holder prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20one or more New Registration Statements in accordance with Section 2(c) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectuses contained therein is available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in order to permit the resale thereof by the Holder as contemplated abovethis Section 2(d).

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC (the “Staff”’) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by (with the Holder prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reduction, Unless the Partnership shall reduce the number of units to be included by the Holder . In additionRegistration Period has ended, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request file one or more New Registration Statements and/or post-effective amendments to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20Registration Statement in accordance with Section 2(c) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in order to permit the resale thereof by the Holder as contemplated abovethis Section 2(d).

Offering. Notwithstanding anything The Series A Notes will be offered and sold to the contrary contained -------- Initial Purchasers pursuant to an exemption from the registration requirements under the Act. The Company has prepared a preliminary offering memorandum, dated November 27, 2001 (the "Preliminary Offering Memorandum"), and a final offering memorandum, dated December 11, 2001 (the "Offering Memorandum"), relating to the Company and its subsidiaries and the Series A Notes. The Initial Purchasers have advised the Company that the Initial Purchasers will make offers (the "Exempt Resales") of the Series A Notes on the terms set forth in this the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs") and (ii) non-U.S. persons outside the United States (each, a "Reg S Investor") in reliance upon and as defined in Regulation S under the Act ("Regulation S"). The QIBs and the Reg S Investors are collectively referred to herein as the "Eligible Purchasers." The Initial Purchasers will offer the Series A Notes to such Eligible Purchasers initially at a price equal to 100% of the principal amount thereof. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Series A Notes will have the registration rights set forth in the registration rights agreement relating thereto (the "Registration Rights Agreement"), to be dated the Closing Date, for so long as such Series A Notes constitute "Transfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, in the event Company and the staff of Guarantors will agree to file with the SEC Securities and Exchange Commission (the “Staff”"Commission"), under the circumstances set forth therein, (i) or a registration statement under the SEC seeks Act (the "Exchange Offer Registration Statement") relating to characterize any offering the Company's 12 1/2% Series B Senior Subordinated Notes due 2008 (the "Series B Notes") and Guarantees thereof to be offered in exchange for the Series A Notes and Guarantees thereof (the "Exchange Offer") and (ii) a shelf registration statement pursuant to a Rule 415 under the Act (the "Shelf Registration Statement filed pursuant to this Agreement as constituting an offering of securities byStatement" and, or on behalf of, together with the Partnership, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Exchange Offer Registration Statement, then the Partnership shall reduce "Registration Statements") relating to the total number of Registrable Securities to be registered on behalf resale by certain holders of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the HolderSeries A Notes, and the Partnership shall following such request to use its commercially their reasonable best efforts to cause such Registration Statements to be declared effective and keep effective such registration statement in to consummate the same manner Exchange Offer. This Agreement, the Notes, the Guarantees, the Indenture, the Registration Rights Agreement, the Credit Agreement, the Guarantee Agreement, the Acquisition Agreement and all attachments thereto, including the Deferred Payment Obligation, the Environmental Indemnity Agreements, the Fox River Security Agreement, the Relationship Agreement, the Assumption Agreement, the Bermuda Security Agreement, the Policy and the Security Holders Agreements (as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (idefined) all Registrable Securities held by are hereinafter referred to collectively as the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)"Operative Documents."

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as an “underwriter,” otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by (with the Holder prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement or, in its sole and absolute discretion, take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Holder does not consent Effectiveness Deadline shall automatically be deemed to being so named as an underwriter in have elapsed with respect to such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until Statement at such time as the Staff or the SEC does has made a final and non-appealable determination that the SEC will not require permit such identification or until Registration Statement to be so utilized (unless prior to such time the Holder accepts such identification Company and the manner thereof. Any reduction pursuant Investor have received assurances from the Staff or the SEC reasonably acceptable to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Legal Counsel that a new Registration Statement filed by the Securities Purchase AgreementCompany with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20additional Registration Statements in accordance with Section 2(d) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything The Initial Notes will be offered and sold to the contrary contained Placement Agents pursuant to an exemption from the registration requirements under the Act. The Company has prepared a preliminary offering memorandum, dated December 10, 1998 (the "Preliminary Offering Memorandum"), and a final offering memorandum, dated December 16, 1998 (the "Offering Memorandum"), relating to the Company, the Guarantors and their respective subsidiaries and the Initial Notes. The Placement Agents have advised the Company that the Placement Agents will make offers (the "Exempt Resales") of the Initial Notes on the terms set forth in this the Offering Memorandum, as amended or supplemented, solely to persons whom the Placement Agents reasonably believe to be (i) in the case of offers inside the United States, "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs") and (ii) in the case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) in reliance upon Regulation S under the Securities Act that, in each case, in purchasing such Initial Notes are deemed to have represented and agreed as provided in the Offering Memorandum under the caption "Transfer Restrictions". The QIBs and the foreign purchasers are referred to herein as the "Eligible Purchasers." The Placement Agents will offer the Initial Notes to such Eligible Purchasers initially at a price equal to 100% of the principal amount thereof. Such price may be changed at any time without notice. Holders (including subsequent transferees) of Initial Notes will have the registration rights set forth in the registration rights agreement relating thereto (the "Registration Rights Agreement"), to be dated the Closing Date. Pursuant to the Registration Rights Agreement, in the event Company and the staff of Guarantors will agree to file with the SEC Securities and Exchange Commission (the “Staff”"Commission"), under circumstances set forth therein, (i) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty under the Act (20the "Exchange Offer Registration Statement"), relating to the 8 1/8% Exchange Senior Subordinated Notes due 2009 (the "Exchange Notes") days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement offered in exchange for the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: Initial Notes (ithe "Exchange Offer") all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) a shelf registration statement pursuant to Rule 144 415 under the Act (taking account each of any Staff position with respect the "Shelf Registration Statement" and the Exchange Offer Registration Statement, being referred to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2as a "Registration Statement"), if applicable) or (iii) relating to the Holder agrees resale by certain holders of the Initial Notes, and to use their best efforts to cause such Registration Statements to be named declared effective and to consummate the Exchange Offer. This Agreement, the Notes, the Guarantees, the Indenture and the Registration Rights Agreement are hereinafter referred to collectively as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)"Operative Documents."

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall use its reasonable best efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the right to requireProspectuses contained therein are available for use by the Investor. Under all circumstances, upon delivery of a written request the Company’s obligations under this Agreement are subject in all respects to the Partnership signed by satisfaction of the Holderrequirements of the Staff and the Commission, and under no circumstances will the Partnership Company be deemed to file a registration statement within twenty (20) days have missed any deadline under this Agreement if such failure results from delays or other consequences resulting from the Company complying with the requirements of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale Commissions unless such requirements could have been satisfied by the Holder, and the Partnership shall following such request use its commercially Company’s exercise of reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)best efforts.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and to be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then Statement and shall promptly (but in no event later than the Partnership shall reduce second Business Day following final notification by the total number Staff) request the withdrawal of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Registration Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Staff or the Commission as addressed in order to permit the resale thereof by the Holder as contemplated abovethis Section 2(e).

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein Investor on a delayed or continuous basis under Rule 415 at then- prevailing market prices (and not fixed prices) (or as an “underwriter,” otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by (with the Holder prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does has made a final and non- appealable determination that the SEC will not require permit such identification or until Registration Statement to be so utilized (unless prior to such time the Holder accepts such identification Company and the manner thereof. Any reduction pursuant Investor have received assurances from the Staff or the SEC reasonably acceptable to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Legal Counsel that a new Registration Statement filed by the Securities Purchase AgreementCompany with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20additional Registration Statements in accordance with Section 2(d) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in but subject to the event payment of the Registration Delay Payments pursuant to Section 2(g), if the staff of the SEC Commission (the “Staff”) or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) by the Investor without being named therein as an “underwriter,” ”, or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC Commission requires the Holder Investor to be specifically identified as an “underwriter” in order to permit such a Registration Statement filed pursuant to this Agreement to become effective, and the Holder Investor does not consent to being so named as an underwriter in such Registration Statement, then then, in each such case, the Partnership Company shall reduce the total number of Registrable Securities to be registered on behalf of the HolderInvestor, until such time as the Staff or the SEC Commission does not require such identification or until the Holder Investor accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will (i) first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement, (ii) then, if applicable, the Warrant Shares and (iii) then, if applicable, the Conversion Shares. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more new Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to Investor or the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder Investor as to all Registrable Securities held by the Holder Investor and that have not theretofore been included in a Registration Statement under this Agreement. Notwithstanding any provision herein or in the Purchase Agreement (it being understood that to the special demand right under this sentence may be exercised by contrary, the Holder multiple times and with respect Company’s obligations to limited amounts of register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Staff or the Commission as addressed in order to permit the resale thereof by the Holder as contemplated abovethis Section 2(e).

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the PartnershipCompany, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder Investors participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Partnership Company shall first remove from such Registration Statement all securities other than Registrable Securities proposed to be included therein until all such other securities shall have been removed, and thereafter shall reduce the number of units shares to be included in such Registration Statement by the Holder Investor until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder Investor does not consent to being so named as an underwriter in such Registration Statement, then then, in each such case, the Partnership Company shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, Investor until such time as the Staff or the SEC does not require such identification or until the Holder Investor accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder an affected Investor shall have the right to require, upon delivery of a written request to the Partnership Company signed by the HolderInvestor, the Partnership Company to file a registration statement within twenty (20) 60 days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holdersuch Investor in a manner acceptable to the Investor, and the Partnership Company shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement Registration Statement in the same manner as and for the same period of time otherwise contemplated in this Agreement for registration statements Registration Statements required to be filed hereunder. Notwithstanding anything contained herein to the contrary, in each case until such time as: (i) all no event will any holder be entitled to any Registration Delay Payments as a result of the withdrawal or exclusion of its Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in from a Registration Statement under pursuant to this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)paragraph.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c) hereof, the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does Commission has made a final and non-appealable determination that the Commission will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and Commission that a New Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementCommission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) hereof until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Staff of the Commission as addressed in order to permit the resale thereof by the Holder as contemplated abovethis Section 2(e).

Offering. Notwithstanding anything (i) Subject in part to the contrary contained truth and accuracy of each Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Notes as contemplated by this Agreement are exempt from the registration requirements of any applicable state and federal securities laws, including the Securities Act, and none of the Company, the Guarantors, or any authorized agent acting on their behalf will take any action hereafter that would cause the loss of such exemption. (ii) Neither the Company nor any person acting on its behalf has offered or sold the Notes by any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in violation of the Securities Act. (iii) Neither the Company nor any of the Guarantors is, and upon the issuance and sale of the Notes contemplated hereby and the receipt and application of the net proceeds therefrom, none of them will be, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the event the staff Investment Company Act of 1940, as amended. (iv) None of the SEC (Company, any Guarantor or any other person acting on their behalf has sold or issued any securities that would be integrated with the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued Notes contemplated hereby pursuant to the Securities Purchase Agreement. In Act, the event of any reduction in Registrable rules and regulation thereunder or the interpretations thereof by Securities and Exchange Commission. (v) When the Notes (including the Guarantees thereon) are issued pursuant to this paragraphAgreement, such Notes and Guarantees will not be of the same class (within the meaning of Rule 144A under the Securities Act) as securities of the Company or any Guarantor that are listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended, or that are quoted in a United States automated inter-dealer quotation system. (vi) Prior to the date hereof, the Holder shall have the right Company has exercised reasonable care, in accordance with Securities and Exchange Commission rules and guidance, to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty determine whether any Covered Person (20as defined below) days of such request (is subject to any restrictions imposed of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act (“Disqualification Events”). To the Company’s knowledge, no Covered Person is subject to a Disqualification Event, except for a Disqualification Event covered by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable506(d)(2) or (iiid)(3) under the Holder agrees Securities Act. The Company has complied, to be named the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Covered Persons” are those persons specified in Rule 506(d)(1) under the Act, including the Company; the Guarantors; any predecessor or affiliate of the Company or of any Guarantors; any director, executive officer, or other officer of the Company or any Guarantor participating in the offering, general partner or managing member of the Company or any Guarantor; any beneficial owner of 20% or more of the Company’s or any Guarantor’s outstanding voting equity securities, calculated on the basis of voting power; any promoter (as an underwriter defined in Rule 405 under the Act) connected with the Company or any Guarantor in any such Registration Statement capacity at the time of the sale of the Notes; and any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Notes (a manner acceptable to “Solicitor”), any general partner or managing member of any Solicitor, and any director, executive officer or other officer participating in the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts offering of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)any Solicitor or general partner or managing member of any Solicitor.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20one or more New Registration Statements in accordance with Section 2(c) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under Statements that have been declared effective and the prospectus contained therein is available for use by the Investor, provided, however, that this Agreement (it being understood obligation shall cease at the end of the Registration Period. Investor understands that the special demand right under this sentence SEC Staff may be exercised by require that the Holder multiple times Investor and with respect to limited amounts any underwriters, broker-dealers, or agents that participate in the sale of Registrable Securities under the Registration Statement be deemed “underwriters” within the meaning of Section 2(11) of the Securities Act. Notwithstanding any provision herein or in order the Purchase Agreement to permit the resale thereof by contrary, the Holder Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as contemplated abovenecessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at thenprevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does Commission has made a final and non-appealable determination that the Commission will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and Commission that a New Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementCommission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then Statement and shall promptly (but in no event later than the Partnership shall reduce second Business Day following notification by the total number Staff) request the withdrawal of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Registration Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register the Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Staff or the Commission as addressed in order to permit the resale thereof by the Holder as contemplated abovethis Section 2(e).

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effectiveimmediately preceding sentence, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require permit such identification Registration Statement to become effective and be used for resales by the Investor on a delayed or until continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Holder accepts Company shall not request acceleration of the Effective Date of such identification and Registration Statement, the manner thereof. Any reduction Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more Subsequent Registration Statements with the SEC in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then- prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Registration Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, if the Holder shall have the right Company desires to require, upon delivery of a written request sell any Shares to the Partnership signed Investor that are not covered by the Holderan Initial Registration Statement or New Registration Statement, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership Company shall following such request then use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that If the Staff or the SEC do Commission seeks to prevent the Company from including any or all of the Registrable Securities proposed to be registered under a Registration Statement due to limitations on the use of Rule 415, or if after the filing of any Registration Statement, or any Prospectus or Prospectus Supplement, pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and the Investor’s Legal Counsel as to the specific Registrable Securities to be removed therefrom) to no more than the maximum number of securities as is permitted by the Commission to be registered until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number Investor of units to be included in such Registration Statement by the Holder until such time as the Staff Registrable Securities on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reductionnot fixed prices), the Partnership Company shall reduce not request acceleration of the number Effective Date of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraphSection 2(e), the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything The Notes will be offered and sold to the contrary contained Initial Purchasers -------- pursuant to an exemption from the registration requirements under the Securities Act. The Company has prepared a preliminary offering memorandum, dated January 29, 1999 (the "Preliminary Offering Memorandum"), and a final offering ------------------------------- memorandum, dated February 11, 1999 (the "Offering Memorandum"), relating to ------------------- the Company and the Notes. The Initial Purchasers have advised the Company that the Initial Purchasers will make offers to resell (the "Exempt Resales") the Notes on the -------------- terms set forth in this the Offering Memorandum, as amended or supplemented, solely to persons whom any of the Initial Purchasers reasonably believe to be "qualified institutional buyers", as defined in Rule 144A under the Securities Act ("QIBs"). Such QIBs shall be referred to herein as the "Eligible ---- -------- Purchasers". The Initial ---------- Purchasers will offer the Notes to such Eligible Purchasers initially at a purchase price equal to 97.921% of the amount thereof. Holders (including subsequent transferees) of the Notes will have the registration rights set forth in the registration rights agreement relating thereto (the "Registration Rights Agreement"), to be dated the Closing Date, for ----------------------------- so long as such Notes constitute "Transfer Restricted Securities" (as defined in such agreement). Pursuant to the Registration Rights Agreement, in the event Company will agree to file with the staff Securities and Exchange Commission (the "Commission"), under the circumstances set forth therein, (i) a registration ---------- statement under the Securities Act (the "Exchange Offer Registration Statement") ------------------------------------- with respect to an offer to exchange (the "Exchange Offer") the Notes for a new -------------- issue of debt securities of the SEC Company (the “Staff”"Exchange Notes") or to be offered in -------------- exchange for the SEC seeks to characterize any offering Notes and (ii) under certain circumstances, a shelf registration statement pursuant to a Rule 415 under the Securities Act (the "Shelf ----- Registration Statement filed pursuant Statement") relating to this Agreement as constituting an offering the resale by certain holders of securities bythe Notes, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do not permit ---------------------- and to use its best efforts to cause such Registration Statement Statements to become be declared effective and used for resales in a manner that does not constitute such an offering and that permits consummate the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder Exchange Offer. In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf a portion of the Holder, until such time as net proceeds from the Staff or sale of the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph Notes will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by the Holder have been registered and sold Trustee for the benefit of the holders of the Notes in a pledge account pursuant to an effective a pledge agreement (the "Pledge Agreement") between the Company and the Trustee. This Agreement, ---------------- the Notes, the Indenture, the Pledge Agreement and the Registration Statement in a manner acceptable Rights Agreement are hereinafter sometimes referred to collectively as the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)."Operative --------- Documents". ---------

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC seeks to characterize prevent the Company from including any offering pursuant or all of the Registrable Securities proposed to be registered under a Registration Statement filed due to limitations on the use of Rule 415, or if after the filing of any Registration Statement, or any Prospectus or Prospectus Supplement, pursuant to this Agreement as constituting an offering of securities by, Section 2(a) or on behalf ofSection 2(c), the Partnership, or in any other manner, such that Company is otherwise required by the Staff or the SEC do to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom), to no more than the maximum number of securities as is permitted to be registered by the Commission until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number Investor of units to be included in such Registration Statement by the Holder until such time as the Staff Registrable Securities on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reductionnot fixed prices), the Partnership Company shall reduce not request acceleration of the number Effective Date of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership Company shall reduce promptly (but in no event later than 48 hours) request the total number withdrawal of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction Registration Statement pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Rule 477 under the Securities Purchase AgreementAct. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.

Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event If the staff of the SEC (the “Staff”’) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff the SEC, or the rules and regulations of the Principal Market to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by (with the Holder prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and Staff, the SEC and/or the Principal Market shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reduction, Unless the Partnership shall reduce the number of units to be included by the Holder . In additionRegistration Period has ended, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, once permitted to do so by the Holder Staff, the SEC and/or the Principal Market, the Company shall have the right to require, upon delivery of a written request file one or more New Registration Statements and/or post-effective amendments to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20Registration Statement in accordance with Section 2(c) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in order to permit the resale thereof by the Holder as contemplated abovethis Section 2(d).

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as an “underwriter,” otherwise may be acceptable to the Investor), or if after the filing of the initial Registration Statement with the Commission pursuant to Section 2(a), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such initial Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such initial Registration Statement by (with the Holder prior consent of the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom, which consent shall not be unreasonably withheld, delayed, denied, or conditioned) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be acceptable to the Investor), the Company shall not request acceleration of the Effective Date of such Registration Statement and, in its sole and absolute discretion, may take such steps as may be required for such Registration Statement to become effective pursuant to Section 8 of the Securities Act. If not, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Holder does not consent Effectiveness Deadline shall automatically be deemed to being so named as an underwriter in have elapsed with respect to such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until Statement at such time as the Staff or the SEC does Commission has made a final and non- appealable determination that the Commission will not require permit such identification or until Registration Statement to be so utilized (unless prior to such time the Holder accepts such identification Company and the manner thereof. Any reduction pursuant Investor have received assurances from the Staff or the Commission reasonably acceptable to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Legal Counsel that a new Registration Statement filed by the Securities Purchase AgreementCompany with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20additional Registration Statements in accordance with Section 2(c) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised prospectus contained therein is available for use by the Holder multiple times and with respect Investor. Notwithstanding any provision herein or in the Purchase Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the Commission or the Staff as addressed in order to permit the resale thereof by the Holder as contemplated abovethis Section 2(f).

Offering. Notwithstanding anything If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in any Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or requires the Holders to be named as “underwriters,” the Company shall (i) promptly notify the Holders and (ii) make commercially reasonable efforts to persuade the Commission that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that the Holders are not an “underwriter.” The Holders shall have the right to have Legal Counsel, at the Holders’ expense, to review and oversee any registration or matters pursuant to this Section 2.6, including participation in any meetings or discussions with the Staff regarding the Commission’s position and to comment on any written submission made to the contrary contained Commission with respect thereto. No such written submission with respect to this matter shall be made to the Commission to which the Holders or Legal Counsel reasonably objects. In the event that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2.6, the Commission refuses to alter its position, the Company shall (i) remove from such Registration Statement such portion of the Registrable Securities and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415; provided, however, that the Company shall not name any Holders as “underwriters” in this Agreementsuch Registration Statement without the prior written consent of the Holders (provided that, in the event any Holders withhold such consent, the staff of the SEC (the “Staff”) or the SEC seeks Company shall have no obligation hereunder to characterize include any offering pursuant to a Registrable Securities in any Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, covering the Partnership, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” then the Partnership shall reduce the number of units to be included in such Registration Statement by the Holder thereof until such time as the Staff and Commission no longer requires the SEC shall so permit Holders to be named as “underwriters” in such Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of units to be included by the Holder . In addition, in the event that the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” Holders otherwise consent in order to permit such Registration Statement to become effective, and the Holder does not consent writing to being so named as an underwriter in such Registration Statement, then the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the SEC does not require such identification or until the Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreementnamed). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2.4 until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect Holders. Notwithstanding any provision herein or in the Investment Agreement to limited amounts of the contrary, the Company’s obligations to register Registrable Securities in order (and any related conditions to permit the resale thereof by Holders’ obligations) shall be qualified to the Holder as contemplated above)extent necessary to comport with any requirement of the Staff or the Commission.

Offering. Notwithstanding anything to If the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”) Staff or the SEC Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Partnership, or in any other manner, such that the Staff or the SEC do does not permit such Registration Statement to become effective and be used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holder without being named therein as an “underwriter,” Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if, after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Partnership Company shall reduce the number of units Registrable Securities to be included in such Registration Statement by (after consultation with the Holder Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC Commission shall so permit such Registration Statement to become effective and be used as aforesaid. In making such reductionNotwithstanding anything in this Agreement to the contrary, if, after giving effect to the Partnership shall reduce the number of units actions referred to be included by the Holder . In addition, in the event that immediately preceding sentence, the Staff or the SEC requires the Holder to be specifically identified as an “underwriter” in order to Commission does not permit such Registration Statement to become effectiveeffective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), and the Holder does Company shall not consent to being so named as an underwriter in request acceleration of the Effective Date of such Registration Statement, then the Partnership Company shall reduce promptly request the total number withdrawal of Registrable such Registration Statement pursuant to Rule 477 under the Securities Act and the Effectiveness Deadline shall automatically be deemed to be registered on behalf of the Holder, until have elapsed with respect to such Registration Statement at such time as the Staff or the SEC does Commission has made a final and non-appealable determination that the Commission will not require permit such identification Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or until the Holder accepts such identification and Commission that a New Registration Statement filed by the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to Company with the Securities Purchase AgreementCommission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Holder Company shall have the right to require, upon delivery of a written request to the Partnership signed by the Holder, the Partnership to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by the Holder, and the Partnership shall following such request use its commercially reasonable efforts to cause to be and keep effective such registration statement file one or more New Registration Statements with the Commission in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case accordance with Section 2(c) until such time as: (i) as all Registrable Securities held by the Holder have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) all Registrable Securities may be resold by the Holder without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood Statements that have been declared effective and the special demand right under this sentence may be exercised Prospectuses contained therein are available for use by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by the Holder as contemplated above)Investor.