Common use of Registration Procedures Clause in Contracts

Registration Procedures. In connection with the registration obligations of the Company under Section 2 hereof, the Company shall: (a) Prepare and file with the SEC a Shelf Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or Prospectus or any amendments or supplements thereto with the SEC, the Company shall furnish to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) copies of all such documents proposed to be filed and use commercially reasonable efforts to reflect in each such document when so filed with the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days of the delivery of such copies to the Initial Purchaser and such counsel. (b) Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement continuously effective until the expiration of the Effectiveness Period; cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use commercially reasonable efforts to comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such Shelf Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented. (c) As promptly as practicable give notice to the Notice Holders, the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) (i) when any Prospectus, Prospectus supplement, Shelf Registration Statement or post-effective amendment to a Shelf Registration Statement has been filed with the SEC and, with respect to a Shelf Registration Statement or any post-effective amendment, when the same has been declared effective, (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to any Shelf Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not the nature of or details concerning) a Material Event and (vi) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall apply. (d) Use commercially reasonable efforts to prevent the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested in writing to the Company by such Notice Holder, such counsel or the Initial Purchaser). (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and the Initial Purchaser may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which any Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) above, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that the Company may rely on information provided by each Notice Holder with respect to such Notice Holder), as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover said 12-month periods. (l) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. (n) Cooperate and assist in any filings r

Registration Procedures. In connection with the Company’s registration obligations of the Company under Section 2 hereofhereunder, the Company shall: (ai) Prepare and file with Not less than four (4) Trading Days prior to the SEC filing of a Shelf Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or related Prospectus or any amendments amendment or supplements supplement thereto with the SEC(other than any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall furnish to the Initial Purchaser Holder and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) Holder Counsel copies of all such documents proposed to be filed and use commercially reasonable efforts shall reasonably consider any comments thereto from the Holder and Holder Counsel. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to reflect in each such document when so filed with the SEC such comments as the such counsel which Holder shall reasonably shall propose within three (3) Business Days of the delivery of such copies to the Initial Purchaser and such counselobject. (bii) (w) Prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to each Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf the Registration Statement continuously effective until as to the expiration applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Effectiveness PeriodRegistrable Securities; (x) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 424; (y) respond reasonably promptly, to any comments received from the Commission with respect to the Registration Statement or any similar provisions then amendment thereto and as promptly as reasonably possible provide the Holder true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; provided, however, the Company will not be required to provide copies of any correspondence that would result in force) under the Securities Actdisclosure to the Holder of material and non-public information concerning the Company unless the Holder has executed a confidentiality agreement with the Company; and use commercially reasonable efforts to (z) comply in all material respects with the provisions of the Securities Act applicable to it and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such Shelf the Registration Statement during the Effectiveness Period applicable period in accordance with the intended methods of disposition by the sellers Holder thereof set forth in such Shelf the Registration Statement as so amended or in such Prospectus as so supplemented. (ciii) As Notify the Holder and Holder Counsel as promptly as practicable give reasonably possible, and (if requested by any such Person) confirm such notice to in writing no later than one Trading Day thereafter, of any of the Notice Holders, the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) following events: (i) when the Commission notifies the Company whether there will be a “review” of any Prospectus, Prospectus supplement, Shelf Registration Statement; (ii) the Commission comments in writing on any Registration Statement or post(in which case the Company shall deliver to the Holder a copy of such comments and of all written responses thereto; provided, however, the Company will not be required to provide copies of any responses that would result in the disclosure to the Holder of material and non-effective amendment to public information concerning the Company unless the Holder has executed a Shelf Registration Statement has been filed confidentiality agreement with the SEC and, with respect to a Shelf Company); (iii) any Registration Statement or any post-effective amendment, when the same has been amendment is declared effective, ; (iiiv) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, by the SEC Commission or any other federal or state governmental authority for amendments requests any amendment or supplements supplement to any Shelf Registration Statement or related Prospectus or for requests additional information, information related thereto; (iiiv) of the issuance by the SEC or any other federal or state governmental authority of Commission issues any stop order suspending the effectiveness of any Shelf Registration Statement or the initiation or threatening of initiates any proceedings Proceedings for that purpose, ; (ivvi) of the receipt by the Company receives notice of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening threat of any proceeding Proceeding for such purpose, ; or (vvii) after the effective date of financial statements included or incorporated by reference in any Shelf Registration Statement filed pursuant become ineligible for inclusion or incorporation therein or any statement made in any Registration Statement or Prospectus or any document incorporated or deemed to this Agreement be incorporated therein by reference is untrue in any material respect or any revision to a Registration Statement, Prospectus or other document is required so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the occurrence of (but circumstances under which they were made, not the nature of or details concerning) a Material Event and (vi) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall applymisleading. (div) Use commercially reasonable best efforts to prevent avoid the issuance of, andof or, if issued, to obtain the withdrawal of (i) any order suspending the effectiveness of a Shelf any Registration Statement Statement, or the lifting of (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for salejurisdiction, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such orderas soon as practicable. (ev) If requested by Furnish or make available to the Initial Purchaser or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial PurchaserHolder Counsel, without charge, at least one (1) conformed copy of the Shelf each Registration Statement and any each amendment thereto, including financial statements (but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference reference, and all exhibits (exhibits, unless requested in writing to by the Company by Holder or Holder Counsel), and such Notice Holderother documents, as the Holder or Holder Counsel may reasonably request, promptly after the filing of such counsel or documents with the Initial Purchaser)Commission. (gvi) During the Effectiveness Period, Promptly deliver to each Notice Holder, counsel for the Holders Holder and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration StatementHolder Counsel, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary form of prospectus) and any each amendment or supplement thereto as such Notice Holder and the Initial Purchaser Persons may reasonably request; and . Subject to Section 11(e), the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or and each amendment or supplement thereto by each Notice Holder, the Holder in connection with any the offering and sale of the Registrable Securities covered by such Prospectus or and any amendment or supplement thereto in the manner set forth thereinthereto. (hi) Prepare and timely file with each Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) use reasonable best efforts to cause such Registrable Securities to be approved for listing on each Trading Market as soon as practicable thereafter; (iii) provide to the Holder evidence of such listing; and (iv) use reasonable best efforts to maintain the listing of such Registrable Securities on each such Trading Market or another Eligible Market. (viii) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration StatementSecurities, use commercially reasonable best efforts to register or qualify or cooperate with the Notice Holders Holder and Holder Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice the Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statementwriting, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Registration Statement. (ix) Cooperate with the Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by this Warrant, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subjectHolder may request. (ix) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event described in clause (vii) of Section 11(b)(iii) of this Warrant, as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the existence of any fact as a result of which any Shelf affected Registration Statement shall or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) above, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that the Company may rely on information provided by each Notice Holder with respect to such Notice Holder), as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover said 12-month periods. (l) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. (n) Cooperate and assist in any filings r

Registration Procedures. In connection with If and whenever the registration obligations holders of Registrable Securities request that the Company under Section 2 hereof, the Company shall: (a) Prepare offer and file with the SEC a Shelf Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or sale of any other appropriate form Registrable Securities be registered under the Securities Act available for or any Registrable Securities be distributed in a Shelf Takedown pursuant to the provisions of this Agreement, the Company shall use its best efforts to effect the registration of the offer and sale of the such Registrable Securities by under the Holders thereof Securities Act in accordance with the intended method or methods of distribution disposition thereof, and pursuant thereto the Company shall as soon as practicable and as applicable: (a) subject to Section 2(a), Section 2(b) and Section 2(c), prepare and file with the Commission a Registration Statement covering such Registrable Securities and use commercially reasonable its best efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or Prospectus or any amendments or supplements thereto with the SEC, the Company shall furnish to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) copies of all such documents proposed to be filed and use commercially reasonable efforts to reflect in each such document when so filed with the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days of the delivery of such copies to the Initial Purchaser and such counsel.declared effective; (b) Prepare in the case of a Long-Form Registration or a Short-Form Registration, prepare and file with the SEC Commission such amendments and amendments, post-effective amendments and supplements to each Shelf such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf Registration Statement continuously effective until the expiration all of the Effectiveness Period; cause the related Prospectus to be supplemented by any required Prospectus supplement, such Registrable Securities have been disposed of and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use commercially reasonable efforts to comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such Shelf Registration Statement during the Effectiveness Period Registrable Securities in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented.Statement; (c) As promptly as practicable give notice within a reasonable time before filing such Registration Statement, Prospectus or amendments or supplements thereto with the Commission, furnish to one counsel selected by holders of a majority of such Registrable Securities copies of such documents proposed to be filed, which documents shall be subject to the Notice Holdersreview, comment and approval of such counsel; (d) notify each selling holder of Registrable Securities, promptly after the Initial Purchaser and counsel for Company receives notice thereof, of the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) (i) time when any Prospectus, Prospectus such Registration Statement has been declared effective or a supplement, Shelf Registration Statement or post-effective amendment to including a Shelf Supplement, to any Prospectus forming a part of such Registration Statement has been filed with the SEC andCommission; (e) furnish to each selling holder of Registrable Securities such number of copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus) and any supplement thereto, with respect to including a Shelf Registration Statement or any post-effective amendmentSupplement (in each case including all exhibits and documents incorporated by reference therein), when and such other documents as such seller may request in order to facilitate the same has been declared effective, (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to any Shelf Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any disposition of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for owned by such purpose, (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not the nature of or details concerning) a Material Event and (vi) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall apply.seller; (df) Use commercially reasonable use its best efforts to prevent register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any selling holder requests and do any and all other acts and things which may be necessary or advisable to enable such holders to consummate the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any disposition in such jurisdictions of the Registrable Securities for sale in any jurisdiction in which they have been qualified for saleowned by such holders; provided, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) thatqualify generally to do business, in the written opinion subject itself to general taxation or consent to general service of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested in writing to the Company by such Notice Holder, such counsel or the Initial Purchaser). (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and the Initial Purchaser may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities process in any jurisdiction where it would not otherwise be required to qualify do so but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject.Section 5(f); (ig) Upon (A) the issuance by the SEC notify each selling holder of such Registrable Securities, at any time when a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect Prospectus relating thereto is required to the Shelf Registration Statement be delivered under Section 8(d) or 8(e) of the Securities Act, (B) of the occurrence happening of any event or that would cause the existence of any fact as a result of which any Shelf Prospectus included in such Registration Statement shall to contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, or (C) and, at the occurrence or existence request of any pending corporate development thatsuch holder, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (Company shall prepare a "Material Event"), (i) in the case of clause (B) supplement or (C) above, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement Prospectus so that, as thereafter delivered to the related purchasers of such Registrable Securities, such Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does shall not contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that the Company may rely on information provided by each Notice Holder with respect to such Notice Holder), as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (h) make available for inspection by any selling holder of Registrable Securities, and (z) any underwriter participating in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, any disposition pursuant to such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period attorney, accountant or one hundred twenty (120) days in the aggregate in any twelve (12) month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants other agent retained by any such Notice Holdersholder or underwriter (collectively, the “Inspectors”), all relevant financial and other records and records, pertinent corporate documents and properties of the Company and its subsidiaries(collectively, the “Records”), and cause the appropriate Company’s officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours supply all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants Inspector in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless Registration Statement; (i) disclosure provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such information registration; (j) use its best efforts to cause such Registrable Securities to be listed on each securities exchange on which the Class A Common Stock is required then listed or, if the Class A Common Stock is not then listed, on a national securities exchange selected by court or administrative order or is necessary to respond to inquiries the holders of regulatory authorities, (ii) disclosure a majority of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5.Registrable Securities; (k) Comply in connection with an underwritten offering, enter into such customary agreements (including underwriting and lock-up agreements in customary form) and take all such other customary actions as the holders of such Registrable Securities or the managing underwriter of such offering request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making appropriate officers of the Company available to participate in “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities)); (l) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC Commission and make generally available to its securityholders earning statements stockholders an earnings statement (which need not be audited) satisfying in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities ActAct or any successor rule thereto) no later than 45 thirty (30) days after the end of any the 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on beginning with the first day of the Company’s first full fiscal quarter of the Company commencing after the effective date of a Shelf such Registration Statement, which statements earnings statement shall cover said 12-month periods.period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-K, 10-Q and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act or any successor rule thereto; (lm) Cooperate furnish to each underwriter, if any, with each Notice Holder (i) a written legal opinion of the Company’s outside counsel, dated the closing date of the offering, in form and substance as is customarily given in opinions of the Company’s counsel to underwriters in underwritten registered offerings; and (ii) on the date of the applicable Prospectus, on the effective date of any post-effective amendment to the applicable Registration Statement and at the closing of the offering, dated the respective dates of delivery thereof, a “comfort” letter signed by the Company’s independent certified public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten registered offerings; (n) without limiting Section 5(f), use its best efforts to cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the holders of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance with their intended method of distribution thereof; (o) notify the holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus or for additional information; (p) advise the holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; (q) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a “controlling person” (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) (a “Controlling Person”) of the Company, to participate in the preparation of such Registration Statement and to require the insertion therein of language, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included; (r) cooperate with the holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such the Registrable Securities to be in sold pursuant to such denominations as are permitted by the Indenture Registration Statement or Rule 144 free of any restrictive legends and representing such number of shares of Class A Common Stock and registered in such names as such Notice Holder the holders of the Registrable Securities may reasonably request in writing at least (2) Business Days a reasonable period of time prior to any sale sales of Registrable Securities pursuant to such Registrable Securities.Registration Statement or Rule 144; provided, that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of the Depository Trust Company’s Direct Registration System (the “DTCDRS”); (ms) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement Statement, provide a CUSIP number for all Registrable Securities and provide the Trustee and the applicable transfer agent for the Common Stock with printed certificates for the Registrable Securities that which are in a form eligible for deposit with The Depository Trust Company.; provided, that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of the DTCDRS; (nt) Cooperate and assist in take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, that, to the extent that any filings rprohibition is applicable to the Company, the Company will take all reasonable action to make any such prohibition inapplicable; and (u) otherwise use its best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.

Registration Procedures. In connection with the Company's registration obligations of the Company under Section 2 hereofhereunder, the Company shall: (a) Prepare and file with Not less than three Trading Days prior to the SEC a Shelf filing of each Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or related Prospectus or any amendments amendment or supplements supplement thereto with the SEC(excluding any document that would be incorporated or deemed incorporated therein by reference), the Company shall shall, (i) furnish to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) each Holder copies of all such documents proposed to be filed filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and use commercially (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable efforts opinion of respective counsel to reflect in each such document when so filed with conduct a reasonable investigation within the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days meaning of the delivery Securities Act. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably and in good faith object, provided, the Company is notified of such objection in writing no later than 3 Trading Days after the Holders have been so furnished copies to the Initial Purchaser and of such counseldocuments. (bi) Prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to each Shelf a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf a Registration Statement continuously effective until as to the expiration applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Effectiveness PeriodRegistrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplementsupplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424 424; (iii) respond as promptly as reasonably possible, and in any event within 15 Trading Days, to any comments received from the Commission with respect to a Registration Statement or any similar provisions then in force) under amendment thereto and as promptly as reasonably possible provide the Securities ActHolders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and use commercially reasonable efforts to (iv) comply in all material respects with the provisions of the Securities Act applicable to it and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such Shelf a Registration Statement during the Effectiveness Period applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the sellers Holders thereof set forth in such Shelf Registration Statement as so amended or in such Prospectus as so supplemented. (c) As If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable but in any case prior to the 30th day following the date such number is exceeded, an additional Registration Statement covering the resale of by the Holders of not less than all of such Registrable Securities and the Company shall use commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as reasonably practicable thereafter. (d) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (ii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as practicable give reasonably possible and (if requested by any such Person) confirm such notice to in writing no later than two Trading Days following the Notice Holders, the Initial Purchaser and counsel for the Holders and for the Initial Purchaser day (or, if applicable, separate counsel for the Holders) (ii)(A) when a Prospectus or any Prospectus, Prospectus supplement, Shelf Registration Statement supplement or post-effective amendment to a Shelf Registration Statement has been filed with is filed; (B) when the SEC and, Commission notifies the Company whether there will be a "review" of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders); and (C) with respect to a Shelf Registration Statement or any post-effective amendment, when the same has been declared become effective, ; (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, request by the SEC Commission or any other federal Federal or state governmental authority for amendments or supplements to any Shelf a Registration Statement or related Prospectus or for additional information, ; (iii) of the issuance by the SEC or any other federal or state governmental authority Commission of any stop order suspending the effectiveness of any Shelf a Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any proceedings Proceedings for that purpose, ; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding Proceeding for such purpose, ; (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not any event or passage of time that makes the nature of or details concerning) financial statements included in a Material Event and (vi) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (ineligible for inclusion therein or as required pursuant to Section 3(i)), state that it constitutes any statement made in a Suspension Notice, in which event the provisions of Section 3(i) shall apply. (d) Use commercially reasonable efforts to prevent the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser Prospectus or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents document incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested untrue in writing to the Company by such Notice Holder, such counsel any material respect or the Initial Purchaser). (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with that requires any sale of Registrable Securities pursuant revisions to a Shelf Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and the Initial Purchaser may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holderother documents so that, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (i) Upon (A) the issuance by the SEC case of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities ActProspectus, (B) the occurrence of any event or the existence of any fact as a result of which any Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) abovemay be, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; and (it being understood vi) the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may rely on information provided be material and that, in the determination of the Company, makes it not in the best interests of the Company to allow continued availability or the Registration Statement or Prospectus. (e) Promptly deliver to each Holder, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each Notice Holder of the selling Holders in connection with respect to such Notice Holder), as thereafter delivered to the purchasers offering and sale of the Registrable Securities being sold thereundercovered by such Prospectus and any amendment or supplement thereto. (f) Use commercially reasonable efforts to register or qualify the resale of such Registrable Securities as required under applicable securities or Blue Sky laws of each State within the United States as any Holder requests in writing, andto keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or subject the case Company to any material tax in any such jurisdiction where it is not then so subject. (g) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (h) Upon the occurrence of any event contemplated by this Section 3, as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment amendment, to a Shelf Registration Statement, subject Statement or a supplement to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of related Prospectus or any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are document incorporated or deemed to be incorporated therein by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) abovereference, and file any other required document so that, as promptly as is practicablethereafter delivered, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf neither a Registration Statement does not nor such Prospectus will contain any an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (ii) through (vi) of Section 3(d) above to suspend the use of the use of any Prospectus until the requisite changes to such Prospectus have been made, or the Company otherwise notifies the Holders of its election to suspend the availability of a Registration Statement and Prospectus pursuant to clause (zvi) of Section 3(d), then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable, except that in the case of suspension of the availability of a Registration Statement and Prospectus pursuant to clause (Cvi) aboveof Section 3(d), the Company shall not be required to take such action until such time as soon as, it shall determine that the continued availability of the Registration Statement and Prospectus is no longer not in the reasonable discretion best interests of the Company, such suspension is no longer appropriate. The period during which Company shall be entitled to exercise its right under this Section 3(h) to suspend the availability of the Shelf a Registration Statement and any Prospectus may be suspended (Prospectus, subject to the "Suspension Period") without the Company incurring any obligation to pay payment of liquidated damages pursuant to Section 2(e) shall 2(b), for a period not to exceed thirty (30) 60 consecutive days or for multiple periods not to exceed 90 days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) 12 month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply with all applicable rules and regulations of the SEC and make generally available Commission. (j) Use its best efforts to its securityholders earning statements avoid the issuance of, or, if issued, obtain the withdrawal of (which need not be auditedi) satisfying any order suspending the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date effectiveness of a Shelf Registration Statement, which statements shall cover said 12-month periodsor (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (lk) Cooperate with The Company may require, at any time prior to the third Trading Day prior to the Filing Date, each Notice Holder to facilitate furnish to the timely preparation and delivery Company a statement as to the number of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statementshares of Common Stock beneficially owned by such Holder and, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted if requested by the Indenture Commission, the person thereof that has voting and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior dispositive control over the Shares, within three Trading days of the Company's request. During any periods that the Company is unable to any sale meet its obligations hereunder with respect to the registration of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company's request, any liquidated damages that are in a form eligible for deposit with The Depository Trust accruing at such time shall be tolled and any Event of Default that may otherwise occur solely because of such delay shall be suspended, until such information is delivered to the Company. (n) Cooperate and assist in any filings r

Registration Procedures. In connection with the Promptly after Grantee's request for registration obligations of the Company under Section 2 hereofhereunder, the Company Diana shall: (a) Prepare and file with the SEC a Shelf Commission the Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereofStatement, and use commercially its reasonable best efforts to cause each such Shelf Registration Statement to become effective and remain effective all as provided herein; provided that before filing any Shelf Registration Statement or Prospectus or any amendments or supplements thereto with the SEC, the Company shall furnish to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) copies of all such documents proposed to be filed and use commercially reasonable efforts to reflect set forth in each such document when so filed with the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days of the delivery of such copies to the Initial Purchaser and such counsel.paragraph 1; (b) Prepare and file with the SEC Commission such amendments and post-effective amendments to each Shelf such Registration Statement and supplements to the prospectus contained therein as may be necessary to keep such Shelf Registration Statement continuously effective until for such period as may be reasonably necessary to effect the expiration sale of the Effectiveness Period; cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 such securities; (or any similar provisions then in forcec) under the Securities Act; and use commercially reasonable [Reserved]; (d) Use its best efforts to comply with register or qualify the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such Shelf Registration Statement during under such state securities or blue sky laws of such jurisdictions as Grantee may reasonably request in writing except that Diana shall not ▇▇▇ any purpose be required to execute a general consent to service or process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified; (e) Notify Grantee promptly after it shall receive notice thereof, of the Effectiveness Period in accordance with the intended methods of disposition by the sellers thereof set forth in time when such Shelf Registration Statement as so amended has become effective or a supplement to any prospectus forming a part of such Prospectus as so supplemented. (c) As promptly as practicable give notice to the Notice Holders, the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) (i) when any Prospectus, Prospectus supplement, Shelf Registration Statement or post-effective amendment to a Shelf Registration Statement has been filed with filed; (f) Notify Grantee promptly of any request by the SEC and, with respect to a Shelf Commission for the amending or supplementing of such Registration Statement or prospectus or for additional information; (g) Prepare and file with the Commission, promptly upon the request of Grantee, any post-effective amendmentamendments or supplements to such Registration Statement or prospectus which, when in the same has been declared effectiveopinion of counsel for Grantee, (ii) of any request, following is required under the effectiveness Securities Act or the rules and regulations thereunder in connection with the distribution of the Initial Shelf Diana Shares of ▇▇▇▇tee, including any amendments or supplements requested by Grantee related to a change in the plan of distribution of securities by Grantee; (h) Prepare and promptly file with the Commission and promptly notify Grantee of the filing of such amendment or supplement to such Registration Statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to any Shelf Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not the nature of or details concerning) a Material Event and (vi) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall apply. (d) Use commercially reasonable efforts to prevent the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information occurred as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested in writing to the Company by such Notice Holder, such counsel or the Initial Purchaser). (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and the Initial Purchaser may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which any Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, such prospectus or any Prospectus shall contain any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), ; (i) in Advise Grantee promptly after it shall receive notice or obtain knowledge thereof, of the case issuance of clause (B) or (C) above, subject to any stop order by the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to Commission suspending the effectiveness of such Shelf Registration Statement or a supplement to the related Prospectus initiation or threatening of any document incorporated therein by reference or file any other required document proceeding for that would be incorporated by reference into such Shelf Registration Statement purpose and Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that the Company may rely on information provided by each Notice Holder with respect to such Notice Holder), as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, promptly use commercially its reasonable best efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to prevent the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt issuance of any Suspension Notice, each Notice Holder agrees not stop order or to sell any Registrable Securities pursuant to obtain its withdrawal if such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may stop order should be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period.issued; (j) Make available for inspection during normal business hours by representatives for the Notice Holders of Not file any amendment or supplement to such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or prospectus to which Grantee shall have reasonably objected on the use of any Prospectus referred to grounds that such amendment or supplement does not comply in this Agreement), (iii) such information becomes generally available to all material respects with the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) requirements of the Securities Act or the rules and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days regulations thereunder, after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is having been furnished with a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover said 12-month periods. (l) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing copy thereof at least (2) Business Days five business days prior to the filing thereof, unless in the opinion of counsel for Diana the filin▇ ▇▇ such amendment or supplement is reasonably necessary to protect Diana from any sale of ▇▇▇▇▇lities under any applicable federal or state law and such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement filing will not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. (n) Cooperate and assist in any filings rviolate applicable law; and

Registration Procedures. In connection with the registration obligations filing of any Registration Statement pursuant to Section 2 or 3 hereof, the Company shall effect such registrations to permit the sale of the securities covered thereby in accordance with the intended method or methods of disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by the Company under Section 2 hereof, hereunder the Company shall: (a) Prepare and file with the SEC prior to the Filing Date, a Shelf Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereofStatement, and use commercially reasonable its best efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that provided, however, that, before filing any Shelf Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall furnish to and afford the Holders of the Registrable Securities covered by such Registration Statement, their counsel and the managing underwriters, if any, a reasonable opportunity to review copies of all such documents (including, if requested in writing, copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case at least five business days prior to such filing). The Company shall not file any Registration Statement or Prospectus or any amendments or supplements thereto with if the SECHolders of a majority of shares of Registrable Securities covered by such Registration Statement, their counsel, or the managing underwriters, if any, shall reasonably object within two business days after the receipt thereof. Notwithstanding anything to the contrary contained in this Agreement, the Company shall furnish not be required to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (orengage in more than one Underwritten Offering, if applicableany, separate counsel for the Holders) copies of all such documents proposed pursuant to be filed and use commercially reasonable efforts to reflect in each such document when so filed with the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days of the delivery of such copies to the Initial Purchaser and such counselthis Agreement. (b) Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Demand Registration Statement Statement, as may be necessary to keep such Shelf Registration Statement continuously effective until the expiration of for the Effectiveness Period; cause the related Prospectus to be supplemented by any Prospectus supplement required Prospectus supplementby applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and use commercially reasonable efforts to comply with the provisions of the Securities Act and the Exchange Act applicable to it with respect to the disposition of all securities covered by such Shelf Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or in such Prospectus as so supplemented. (c) As promptly as practicable give notice to Notify the Notice Holdersselling Holders of Registrable Securities, their counsel and the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (ormanaging underwriters, if applicableany, separate counsel for the Holders) reasonably promptly (but in any event within five business days), and confirm such notice in writing, (i) when a Prospectus or any Prospectus, Prospectus supplement, Shelf Registration Statement supplement or post-effective amendment to a Shelf Registration Statement has been filed with the SEC filed, and, with respect to a Shelf Registration Statement or any post-effective amendment, when the same has been declared effective, (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement become effective under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to any Shelf Registration Statement or related Prospectus or for additional information, (iiiii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not the nature of or details concerning) a Material Event and (vi) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall apply. (d) Use commercially reasonable efforts to prevent the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested in writing to the Company by such Notice Holder, such counsel or the Initial Purchaser). (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and the Initial Purchaser may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which any Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) above, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that the Company may rely on information provided by each Notice Holder with respect to such Notice Holder), as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover said 12-month periods. (l) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. (n) Cooperate and assist in any filings r

Registration Procedures. In connection with the Company's registration obligations of the Company under Section 2 hereofhereunder, the Company shall: (a) Prepare and file with Not less than three (3) Trading Days prior to the SEC a Shelf filing of each Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or related Prospectus or any amendments amendment or supplements supplement thereto with the SEC(excluding any document that would be incorporated or deemed incorporated therein by reference), the Company shall shall, (i) furnish to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) each Holder copies of all such documents proposed to be filed filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and use commercially (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable efforts opinion of respective counsel to reflect conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably and in each good faith object, provided, the Company is notified of such document when so filed with the SEC such comments as the such counsel reasonably shall propose within objection in writing no later than three (3) Business Trading Days of after the delivery Holders have been so furnished copies of such copies to the Initial Purchaser and such counseldocuments. (bi) Prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to each Shelf a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf a Registration Statement continuously effective until as to the expiration applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Effectiveness PeriodRegistrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplementsupplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424 424; (iii) respond as promptly as reasonably possible, and in any event within 15 Trading Days, to any comments received from the Commission with respect to a Registration Statement or any similar provisions then in force) under amendment thereto and as promptly as reasonably possible provide the Securities ActHolders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and use commercially reasonable efforts to (iv) comply in all material respects with the provisions of the Securities Act applicable to it and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such Shelf a Registration Statement during the Effectiveness Period applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the sellers Holders thereof set forth in such Shelf Registration Statement as so amended or in such Prospectus as so supplemented. (c) As If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 75% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable but in any case prior to the applicable Filing Date, an additional Registration Statement covering the resale of by the Holders of not less than 200% of the number of such Registrable Securities. (d) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (ii) through (vi) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as practicable give reasonably possible (and, in the case of (i)(A) below, not less than five (5) Trading Days prior to such filing) and (if requested by any such Person) confirm such notice to in writing no later than one (1) Trading Day following the Notice Holders, the Initial Purchaser and counsel for the Holders and for the Initial Purchaser day (or, if applicable, separate counsel for the Holders) (ii)(A) when a Prospectus or any Prospectus, Prospectus supplement, Shelf Registration Statement supplement or post-effective amendment to a Shelf Registration Statement has been filed with is proposed to be filed; (B) when the SEC and, Commission notifies the Company whether there will be a "review" of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders); and (C) with respect to a Shelf Registration Statement or any post-effective amendment, when the same has been declared become effective, ; (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, request by the SEC Commission or any other federal Federal or state governmental authority for amendments or supplements to any Shelf a Registration Statement or related Prospectus or for additional information, ; (iii) of the issuance by the SEC or any other federal or state governmental authority Commission of any stop order suspending the effectiveness of any Shelf a Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any proceedings Proceedings for that purpose, ; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding Proceeding for such purpose, ; (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not any event or passage of time that makes the nature of or details concerning) financial statements included in a Material Event and (vi) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (ineligible for inclusion therein or as required pursuant to Section 3(i)), state that it constitutes any statement made in a Suspension Notice, in which event the provisions of Section 3(i) shall apply. (d) Use commercially reasonable efforts to prevent the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser Prospectus or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents document incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested untrue in writing to the Company by such Notice Holder, such counsel any material respect or the Initial Purchaser). (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with that requires any sale of Registrable Securities pursuant revisions to a Shelf Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and the Initial Purchaser may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holderother documents so that, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (i) Upon (A) the issuance by the SEC case of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities ActProspectus, (B) the occurrence of any event or the existence of any fact as a result of which any Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) abovemay be, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; and (it being understood vi) the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may rely on information provided be material and that, in the determination of the Company, makes it not in the best interests of the Company to allow continued availability or the Registration Statement or Prospectus. (e) Promptly deliver to each Holder, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each Notice Holder of the selling Holders in connection with respect to such Notice Holder), as thereafter delivered to the purchasers offering and sale of the Registrable Securities being sold thereundercovered by such Prospectus and any amendment or supplement thereto. (f) Use commercially reasonable efforts to register or qualify the resale of such Registrable Securities as required under applicable securities or Blue Sky laws of each State within the United States as any Holder requests in writing, andto keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or subject the case Company to any material tax in any such jurisdiction where it is not then so subject. (g) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (h) Upon the occurrence of any event contemplated by this Section 3, as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment amendment, to a Shelf Registration Statement, subject Statement or a supplement to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of related Prospectus or any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are document incorporated or deemed to be incorporated therein by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) abovereference, and file any other required document so that, as promptly as is practicablethereafter delivered, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf neither a Registration Statement does not nor such Prospectus will contain any an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without If the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days notifies the Holders in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection accordance with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, clauses (ii) disclosure through (vi) of such information is required by law (including any disclosure requirements pursuant Section 3(d) above to federal securities laws in connection with suspend the filing use of any Shelf Registration Statement or the use of any Prospectus referred until the requisite changes to in this Agreementsuch Prospectus have been made, or the Company otherwise notifies the Holders of its election to suspend the availability of a Registration Statement and Prospectus pursuant to clause (vi) of Section 3(d), (iii) then the Holders shall suspend use of such information becomes generally available Prospectus. The Company will use its best efforts to ensure that the public other than use of the Prospectus may be resumed as a result promptly as is practicable, except that in the case of suspension of the availability of a disclosure or failure Registration Statement and Prospectus pursuant to safeguard by any such person or clause (ivvi) such information becomes available to any such person from a source other than of Section 3(d), the Company shall not be required to take such action until such time as it shall determine that the continued availability of the Registration Statement and such source Prospectus is no longer not bound by a confidentiality agreement or is not otherwise under a duty in the best interests of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (ki) Comply with all applicable rules and regulations of the SEC and make generally available Commission. (j) Use its best efforts to its securityholders earning statements avoid the issuance of, or, if issued, obtain the withdrawal of (which need not be auditedi) satisfying any order suspending the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date effectiveness of a Shelf Registration Statement, which statements shall cover said 12-month periodsor (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (lk) Cooperate with The Company may require, at any time prior to the third (3rd) Trading Day prior to the Filing Date, each Notice Holder to facilitate furnish to the timely preparation and delivery Company a statement as to the number of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statementshares of Common Stock beneficially owned by such Holder and, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted if requested by the Indenture and registered in such names as such Notice Holder may request in writing at least Commission, the controlling person thereof, within three (23) Business Days prior Trading days of the Company's request. During any periods that the Company is unable to any sale meet its obligations hereunder with respect to the registration of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities solely because any Holder fails to furnish such information within three (3) Trading Days of the Company's request, any liquidated damages that are in a form eligible for deposit with The Depository Trust accruing at such time shall be tolled and any Event of Default that may otherwise occur solely because of such delay shall be suspended, until such information is delivered to the Company. (n) Cooperate and assist in any filings r

Registration Procedures. In connection with the Company's registration obligations of the Company under Section 2 hereofhereunder, the Company shall: (a) Prepare and file with Not less than two (2) Business Days prior to the SEC a Shelf filing of the Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or related Prospectus or any amendments amendment or supplements thereto with the SECsupplement thereto, the Company shall (i) furnish to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such person and use commercially reasonable efforts to reflect in each such document when so not already filed by the Company with the SEC Commission) which documents will be subject to the review of such comments Holders, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the such reasonable opinion of respective legal counsel reasonably shall propose to conduct a reasonable investigation within three (3) Business Days the meaning of the delivery Securities Act. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the SALT Registrable Securities shall reasonably object in good faith; provided, however, that any period of time which the Registration Statement is delayed due to a willful breach of this Registration Rights Agreement by the Company will be added to such copies to the Initial Purchaser and such counselfiling date. (bi) Prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to each Shelf the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf the Registration Statement continuously effective until as to the expiration of SALT Registrable Securities for the Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 424; (iii) consistent with Section 2(a) above, respond as promptly as reasonably possible to any comments received from the Commission with respect to the Registration Statement or any similar provisions then in force) under the Securities Actamendment thereto; and use commercially reasonable efforts to (iv) comply in all material respects with the provisions of the Securities Act applicable to it and the Exchange Act with respect to the disposition of all securities SALT Registrable Securities covered by such Shelf the Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the sellers Holders thereof set forth in such Shelf the Registration Statement as so amended or in such Prospectus as so supplemented. (c) As Notify the Holders of SALT Registrable Securities to be sold as promptly as practicable give reasonably possible (and, in the case of (i)(A) below, not less than two (2) Business Days prior to such filing) and (if requested by any such person) confirm such notice to in writing promptly following the Notice Holders, the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) day (i) (A) when a Prospectus or any Prospectus, Prospectus supplement, Shelf Registration Statement supplement or post-effective amendment to a Shelf the Registration Statement has been filed with is proposed to be filed; (B) when the SEC and, Commission notifies the Company whether there will be a "review" of the Registration Statement and whenever the Commission comments in writing on the Registration Statement (the Company shall upon request provide true and complete copies thereof and all written responses thereto as promptly as reasonably possible to each of the Holders who so requests provided such requesting Holders agree to keep such information confidential until it is publicly disclosed); and (C) with respect to a Shelf the Registration Statement or any post-effective amendment, when the same has been declared become effective, ; (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, request by the SEC Commission or any other federal Federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to any Shelf the Registration Statement or related Prospectus or for additional information, ; (iii) of the issuance by the SEC Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of any Shelf the Registration Statement covering any or all of the SALT Registrable Securities or the initiation or threatening of any proceedings Proceedings for that purpose, ; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the SALT Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding Proceeding for such purpose, and (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not any event or passage of time that makes the nature of or details concerning) a Material Event and (vi) of financial statements included in the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with ineligible for inclusion therein or any statement made in the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall apply. (d) Use commercially reasonable efforts to prevent the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser Prospectus or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents document incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested untrue in writing any material respect or that requires any revisions to the Company by such Notice Holder, such counsel or the Initial Purchaser). (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without chargeProspectus or other documents so that, as many copies in the case of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and the Initial Purchaser may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities ActProspectus, (B) the occurrence of any event or the existence of any fact as a result of which any Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) abovemay be, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that such Holder of SALT Registrable Securities agrees to keep such information confidential until it being understood is publicly disclosed). (d) Use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the SALT Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (e) To the extent requested by such Holders, furnish to each Holder, without charge, at least one conformed copy of the Registration Statement and each amendment thereto, including financial statements and schedules promptly after the filing of such documents with the Commission. (f) Promptly deliver to each Holder, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such persons may reasonably request in connection with resales by the Holder of SALT Registrable Securities. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the SALT Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(c). (g) Use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such SALT Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each of the registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the SALT Registrable Securities covered by the Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction. (h) If requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing SALT Registrable Securities to be delivered to a transferee that were validly sold pursuant to an effective Registration Statement, which certificates shall be free, of all restrictive legends, and to enable such SALT Registrable Securities to be in such denominations and registered in such names as any such Holders may rely on information provided request. (i) Upon the occurrence of any event contemplated by each Notice Holder with respect to such Notice HolderSection 3(c)(v), as thereafter delivered to the purchasers of the Registrable Securities being sold thereunderpromptly as reasonably possible, andprepare a supplement or amendment, in the case of including a post-effective amendment to a Shelf Registration Statementamendment, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice Registration Statement or a supplement to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of related Prospectus or any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are document incorporated or deemed to be incorporated therein by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) abovereference, and file any other required document so that, as promptly as is practicablethereafter delivered, (y) in neither the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not nor such Prospectus will contain any an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and the person thereof that has voting and dispositive control over the Warrant Shares, and (z) for purposes of disclosure in the case of clause (C) above, as soon as, "Selling Stockholder" table in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover said 12-month periods. (l) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. (n) Cooperate and assist in any filings r

Registration Procedures. For the purposes of this Section 3, the Tranche A Registration Statement and the Tranche B Registration Statement are sometimes referred to collectively as the "Registration Statements." In connection with the Company's registration obligations of the Company under Section 2 hereofhereunder, the Company shall: (a) Prepare and file with the SEC a Shelf Registration Statement or Shelf Commission within the time periods set forth in Section 2 the Registration Statements on Form S-1 or S-3 or any other SB-2 or, if Form SB-2 is not available, another appropriate form under the Securities Act available for the sale permitting registration of the Registrable Securities for resale by the Holders thereof in accordance with the intended method or methods of distribution thereofthereof as specified by the Holders, and use commercially reasonable its best efforts to cause each such Shelf the Registration Statement Statements to become effective and remain effective as provided herein; provided that before provided, however that, subject only to the Holders providing to the Company in writing information relating to the Holders' proposed method of distribution of Registrable Securities and such other information required by law, not less than ten (10) days prior to the filing of the Registration Statements or any Shelf Registration Statement or related Prospectus or any amendments amendment or supplements supplement thereto with the SEC(including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) copies of all such documents proposed to be filed filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and use commercially (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the opinion of counsel to such Holders, to conduct a reasonable efforts to reflect in each such document when so filed with investigation within the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days meaning of the delivery Securities Act. The Holders shall have five days after receipt of the Registration Statements or any related Prospectus or any amendment or supplement thereto to comment on or object to the filing of such copies documents. The Company shall not file the Registration Statements or any such Prospectus or any amendments or supplements thereto without including any comments reasonably requested by the Holders and shall not file any such documents to which the Initial Purchaser and such counselHolders of a majority of the Registrable Securities shall object. (bi) Prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to each Shelf the Registration Statement Statements as may be necessary to keep such Shelf the Registration Statement Statements continuously effective until for the expiration of the Effectiveness Periodapplicable time period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as practicable to any comments received from the Commission with respect to the Registration Statements or any amendment thereto; and use commercially reasonable efforts to (iv) comply with the provisions of the Securities Act applicable to it and the Exchange Act with respect to the disposition registration of all securities Registrable Securities covered by such Shelf the Registration Statement Statements during the Effectiveness Period applicable period in accordance with the intended methods of disposition by the sellers Holders thereof set forth in such Shelf the Registration Statement Statements as so amended or in such Prospectus as so supplemented. (c) As promptly as practicable give notice to the Notice Holders, the Initial Purchaser and counsel for Notify the Holders of Registrable Securities to be sold immediately (and, in the case of (i)(A) below, not less than three Business Days prior to such filing) and for (if requested by any such Person) confirm such notice in writing no later than one Business Day following the Initial Purchaser day (or, if applicable, separate counsel for the Holders) (ii)(A) when a Prospectus or any Prospectus, Prospectus supplement, Shelf Registration Statement supplement or post-effective amendment to a Shelf the Registration Statement has been filed with the SEC and, Statements is proposed to be filed; and (B) with respect to a Shelf the Registration Statement Statements or any post-effective amendment, when the same has been declared become effective, ; (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, request by the SEC Commission or any other federal or state governmental authority for amendments or supplements to any Shelf the Registration Statement Statements or related Prospectus or for additional information, ; (iii) of the issuance by the SEC or any other federal or state governmental authority Commission of any stop order suspending the effectiveness of the Registration Statements covering any Shelf Registration Statement or all of the Registrable Securities or the initiation or threatening of any proceedings Proceedings for that purpose, ; (iv) if at any time the Registration Statements become stale and are no longer effective; (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding Proceeding for such purpose, (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not the nature of or details concerning) a Material Event ; and (vi) of the determination occurrence of any event that makes any statement made in the Registration Statements or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Company that a post-effective amendment to a Shelf Registration Statement will be filed with Statements, Prospectus or other documents so that, in the SEC, which notice may, at the discretion case of the Company (Registration Statements or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required pursuant to Section 3(i)), state that it constitutes a Suspension Noticebe stated therein or necessary to make the statements therein, in light of the circumstances under which event the provisions of Section 3(i) shall applythey were made, not misleading. (d) Use commercially reasonable its best efforts to prevent avoid the issuance of, andor, if issued, to obtain the withdrawal of (i) any order suspending the effectiveness of a Shelf the Registration Statement Statements or the lifting of (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for salejurisdiction, in either case at the earliest possible practicable moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish Furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed complete copy of each of the Shelf Registration Statement Statements and any each amendment thereto, including financial statements but excluding and schedules, all documents incorporated or deemed to be incorporated therein by reference reference, and all exhibits (unless requested in writing to the Company extent requested by such Notice Holder, Person (including those previously furnished or incorporated by reference) promptly after the filing of such counsel or documents with the Initial Purchaser)Commission. (gf) During the Effectiveness Period, Promptly deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectusform of prospectus forming part of the effective Registration Statements) and any each amendment or supplement thereto as such Notice Holder and the Initial Purchaser Persons may reasonably request; and the Company hereby consents (except during such periods that agrees to respond in writing to a Suspension Notice is outstanding and has not been revoked) written request from the Purchaser with respect to the use effectiveness of such Prospectus or each amendment or supplement thereto by each Notice Holder, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth thereinProspectus. (hg) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration StatementSecurities, use commercially reasonable its best efforts to register or qualify or cooperate with the Notice selling Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statementwriting, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such the Registrable Securities in covered by the manner set forth in the relevant Shelf Registration Statement and the related ProspectusStatements; provided provided, however, that the Company will shall not be required to (i) qualify as a foreign corporation or as a dealer in securities generally to do business in any jurisdiction where it would is not otherwise be required then so qualified or to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits any such jurisdiction where it is not then so subject or subject the Company to taxation any tax in any such jurisdiction where it is not then so subject. (h) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates shall be free of all restrictive legends, except as required by applicable law, and to enable such Registrable Securities to be in such denominations and registered in such names as any Holder may request at least three (3) Business Days prior to any sale of Registrable Securities. (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event contemplated by Section 3(c)(vi), as promptly as practicable, prepare a supplement or amendment, including a post-effective amendment, to the existence of Registration Statements or a supplement to the related Prospectus or any fact document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as a result of which any Shelf thereafter delivered, neither the Registration Statement shall Statements nor such Prospectuses will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) above, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that the Company may rely on information provided by each Notice Holder with respect to such Notice Holder), as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of Use its best efforts to cause all Registrable Securities relating to such Registrable SecuritiesRegistration Statement to be listed or quoted on any securities exchange, and any brokermarket or over-dealersthe-counter bulletin board, attorneys and accountants retained by such Notice Holdersif any, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for on which similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated securities issued by the Company in writing as confidential at are then listed or quoted to the time of delivery extent required by the rules of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreementexchange, unless (i) disclosure of such information is required by court market or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5quotation system. (k) Comply with all applicable rules and regulations of the SEC Commission and make generally available to its securityholders security holders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no not later than 45 forty-five (45) days after the end of any 12-month period (or 90 ninety (90) days after the end of any 12-month period if such period is a fiscal year) commencing on the first (1st) day of the first (1st) fiscal quarter of the Company commencing after the effective date of a Shelf the Registration Statement, which statements shall cover said 12-month periodsStatements. (l) Cooperate with each Notice Holder At such time as a Registration Statement has been declared effective by the Commission covering the resale of any Registrable Securities, the Company shall cause its legal counsel to facilitate deliver to the timely preparation and delivery Transfer Agent an opinion, subject to the holders of certificates representing any Registrable Securities sold pursuant making such representations and warranties to a Shelf Registration StatementCompany counsel as it may require, which certificates shall not bear any restrictive legends, and cause certifying that such Registrable Securities may be sold by the Holders pursuant to such Registration Statement with the purchasers thereof receiving share certificates without restrictive legend, which opinion shall remain effective so long as such Registration Statement remains in full force and effect. In the event that, at any time, such Registration Statement ceases to be in such denominations as are permitted effective, the Company shall immediately deliver written notice thereof to the Transfer Agent and the Holders stating that the opinion of the Company's legal counsel may no longer be relied upon by the Indenture Transfer Agent (unless and registered in such names until an additional or amended, as such Notice Holder may request in writing at least applicable, Registration Statement is so declared effective (2) Business Days prior with respect to any sale the resale of such Registrable Securities. (m) Provide a CUSIP number for all ). Upon the receipt of any conversion or exercise notice while the Registration Statement is effective, the share certificates representing such Registrable Securities covered by each Shelf Registration Statement not later than shall bear a restrictive legend unless the effective date Holders, either in connection with the delivery of such Shelf notice or thereafter, deliver written notice to the Transfer Agent and the Company (including notice via telecopy) that such Registrable Shares have been sold by the Holders pursuant to such Registration Statement and provide make such representations and warranties as Company counsel may require, whereupon the Trustee Transfer Agent shall issue share certificates to the purchasers thereof without restrictive legend. Each Holder covenants and the transfer agent for the Common Stock with certificates for the agrees that (i) it will not offer or sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3(f) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective and (ii) each Holder and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a written notice from the Company of the occurrence of any event of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(c)(vi), such Holder will forthwith discontinue disposition of such Registrable Securities until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3(i), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in a form eligible for deposit with The Depository Trust Companysuch Prospectus or Registration Statement. (n) Cooperate and assist in any filings r

Registration Procedures. In connection with the registration obligations of AIMCO pursuant to and in accordance with SECTION 2 hereof (and subject to AIMCO's rights under SECTION 2), AIMCO will use commercially reasonable efforts to effect such registration to permit the Company under Section 2 hereofsale of such Registrable Securities in accordance with the Holders' intended method or methods of disposition thereof, the Company shalland pursuant thereto AIMCO shall as expeditiously as possible: (a) Prepare prepare and file with the SEC a Shelf Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof on any form for which AIMCO then qualifies or which counsel for AIMCO shall deem appropriate in accordance with the such Holders' intended method or methods of distribution thereofthereof and, and subject to SECTION 2(d), use commercially reasonable efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or Prospectus or any amendments or supplements thereto with the SEC, the Company shall furnish to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) copies of all such documents proposed to be filed and use commercially reasonable efforts to reflect in each such document when so filed with the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days of the delivery of such copies to the Initial Purchaser and such counsel.; (b) Prepare prepare and file with the SEC such amendments and (including post-effective amendments amendments) to each Shelf the Registration Statement Statement, and such supplements to the Prospectus, as may be necessary required by the rules, regulations or instructions applicable to keep the Securities Act during the applicable period in accordance with the intended methods of disposition specified by the Holders owning any Registrable Securities covered by such Shelf Registration Statement continuously effective until Statement, make generally available earnings statements satisfying the expiration provisions of Section 11(a) of the Effectiveness Period; Securities Act (provided that AIMCO shall be deemed to have complied with this clause if it has complied with Rule 158 under the Securities Act), and cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use commercially reasonable efforts to comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such Shelf Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented.; (c) As promptly as practicable give notice to the Notice Holders, the Initial Purchaser and counsel for notify the Holders owning any Registrable Securities covered by such Registration Statement promptly and for the Initial Purchaser (orif requested) confirm such notice in writing, if applicable, separate counsel for the Holders) (i) when a Prospectus or any Prospectus, Prospectus supplement, Shelf Registration Statement supplement or post-effective amendment to a Shelf Registration Statement has been filed with the SEC filed, and, with respect to a Shelf Registration Statement or any post-effective amendment, when the same has been declared become effective, (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, request by the SEC or any other federal or state governmental authority for amendments or supplements to any Shelf a Registration Statement or related Prospectus or for additional informationinformation regarding such Holders, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Shelf a Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company AIMCO of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (v) after of the effective date happening of any Shelf Registration Statement filed pursuant to this Agreement of event that requires the occurrence of (but not the nature of or details concerning) a Material Event and (vi) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall apply. (d) Use commercially reasonable efforts to prevent the issuance of, and, if issued, to obtain the withdrawal making of any order suspending the effectiveness of a Shelf changes in such Registration Statement Statement, Prospectus or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested in writing to the Company by such Notice Holder, such counsel or the Initial Purchaser). (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and the Initial Purchaser may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which any Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) above, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (d) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction in the United States; (e) furnish to the Holders disposing of Registrable Securities covered by such Registration Statement, counsel for such Holders and each managing underwriter, if any, without charge, one conformed copy of the Registration Statement, as declared effective by the SEC, and of each post-effective amend- ment thereto, in each case, including financial statements and schedules and all exhibits and reports incorporated or deemed to be incorporated therein by reference; and deliver, without charge, such number of copies of the preliminary prospectus, any amended preliminary prospectus, each final Prospectus does not contain and any untrue statement of a material fact post-effective amendment or omit to state any material fact necessary supplement thereto, as such Holder may reasonably request in order to make facilitate the statements thereindisposition of the Registrable Securities covered by the Registration Statement in conformity with the requirements of the Securities Act; (f) prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions in the light United States as the Holders disposing of Registrable Securities covered by the circumstances under which they were madeRegistration Statement shall reasonably request in writing; PROVIDED, HOWEVER, that AIMCO shall in no event be required to qualify generally to do business as a foreign corporation or as a dealer in any jurisdiction where it is not misleading at the time so qualified or to execute or file a general consent to service of process in any such jurisdiction where it has not theretofore done so or to take any action that would subject it to general service of process or taxation in any such jurisdiction where it is not then subject; (it being understood that g) except during any Delay Period, upon the Company may rely on information provided occurrence of any event contemplated by each Notice Holder with respect SECTION 4(c)(v) above, promptly file a supplement or post-effective amendment to such Notice Holder)the Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference or any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period.; (jh) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and use commercially reasonable efforts to cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover said 12-month periods. (l) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf the Registration Statement not later than to be listed on each securities exchange or automated interdealer quotation system, if any, on which similar securities issued by AIMCO are then listed or quoted; (i) on or before the effective date of such Shelf the Registration Statement and Statement, provide the Trustee and the transfer agent of AIMCO for the Common Stock Registrable Securities with printed certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Depositary Trust Company.; (nj) Cooperate if such offering is an underwritten offering, make available for inspection by any Holder disposing of Registrable Securities included in such Registration Statement, any underwriter of such offering, and assist any attorney, accountant or other agent retained by any such Holder or underwriter (collectively, the "INSPECTORS"), all financial and other records and other information, pertinent corporate documents and properties of any of AIMCO and its subsidiaries (collectively, the "RECORDS"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility; PROVIDED, HOWEVER, that the Records that AIMCO determines, in good faith, to be confidential shall not be disclosed to any Inspector unless (i) such Inspector signs a confidentiality agreement reasonably satisfactory to AIMCO (which shall permit the disclosure of such Records in such Registration Statement or the related Prospectus if necessary to avoid or correct a material misstatement in or material omission from such Registration Statement or Prospectus), (ii) after consultation with counsel for the applicable Inspectors, the Holders and AIMCO, the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such Registration Statement or (iii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, PROVIDED that each Holder shall, promptly after learning that disclosure of such Records is sought in a court having jurisdiction, give notice to AIMCO and allow AIMCO, at AIMCO's expense, to undertake appropriate action to prevent disclosure of such Records; and (k) if such offering is an underwritten offering, enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings) and take all such other appropriate and reasonable actions requested by the Holders owning a majority of the Registrable Securities being sold in connection therewith (including those reasonably requested by the managing underwriters) in order to expedite or facilitate the disposition of such Registrable Securities and, in such connection, (i) use its commercially reasonable efforts to obtain opinions of counsel to AIMCO and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters and counsel to the Holders disposing of Registrable Securities), addressed to each Holder selling Registrable Securities covered by such Registration Statement and each of the underwriters as to the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such counsel and underwriters, (ii) use commercially reasonable efforts to obtain "cold comfort" letters and updates thereof from the independent certified public accountants of AIMCO (and, if necessary, any other independent certified public accountants of any subsidiary of AIMCO or of any business acquired by AIMCO for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each Holder selling Registrable Securities covered by the Registration Statement (unless such accountants shall be prohibited from so addressing such letters by applicable standards of the accounting profession) and each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings, and (iii) if requested and if an underwriting agreement is entered into, provide indemnification provisions and procedures substantially to the effect set forth in SECTION 7 hereof with respect to all parties to be indemnified pursuant to said Section. The above shall be done at each closing under such underwriting or similar agreement, or as and to the extent required thereunder. With respect to any Registration under SECTION 2 hereof, AIMCO may require each Holder disposing of Registrable Securities covered by such Registration to furnish such information regarding the Holder and such Holder's intended disposition of Registrable Securities as AIMCO may from time to time reasonably request in writing. If any such information with respect to the Holder is not furnished within a reasonable period of time after receipt of such request, AIMCO may exclude such Holder's Registrable Securities from such Registration. Upon receipt of any notice from AIMCO of the happening of any event of the kind described in SECTION 4(c)(ii), 4(c)(iii), 4(c)(iv) or 4(c)(v) hereof, each Holder shall (i) forthwith discontinue disposition of any Registrable Securities covered by such Registration Statement or Prospectus until receipt of the copies of the supplemented or amended Prospectus contemplated by SECTION 4(g) hereof, or until such Holder is advised in writing (the "ADVICE") by AIMCO that the use of the applicable Prospectus may be resumed, and has received copies of any amended or supplemented Prospectus or any additional or supplemental filings rwhich are incorporated, or deemed to be incorporated, by reference in such Prospectus (such period during which disposition is discontinued being an "INTERRUPTION PERIOD") and (ii) if requested by AIMCO, deliver to AIMCO (at the expense of AIMCO) all copies then in its possession, other than permanent file copies then in its possession, of the Prospectus covering such Registrable Securities at the time of receipt of such request. No Holder shall utilize any material other than the applicable current preliminary prospectus or Prospectus in connection with the offering of Registrable Securities pursuant to SECTION 2 hereunder.

Registration Procedures. In connection with the Company’s registration obligations of the Company under Section 2 hereofhereunder, the Company shall: (a) Prepare and file with the SEC Commission on or prior to the Filing Deadline, a Shelf Registration Statement or Shelf Registration Statements on Form S-1 S-3 (or S-3 or any other if such form is not available to the Company on another form appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof such registration in accordance with herewith) (which shall include a Plan of Distribution substantially in the intended method or methods form of distribution thereofExhibit A attached hereto), and use commercially reasonable efforts to cause each such Shelf the Registration Statement to become effective and remain effective as provided herein; provided provided, however, that before not less than three (3) Business Days prior to the filing any Shelf of the Registration Statement or any related Prospectus or any amendments amendment or supplements thereto with the SECsupplement thereto, the Company shall (i) furnish to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (orSpecial Counsel, if applicable, separate counsel for the Holders) copies of all such documents proposed to be filed filed, which documents (other than those incorporated by reference) will be subject to the review of such Special Counsel, and use commercially (ii) at the request of any Holder cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable efforts opinion of counsel to reflect such Holders, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities or the Special Counsel shall reasonably object in each such document when so filed with the SEC such comments as the such counsel reasonably shall propose writing within three (3) Business Days of the delivery of such copies after their receipt thereof, unless counsel to the Initial Purchaser and Company determines in writing that such counselobjection is without merit. (bi) Prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to each Shelf the Registration Statement as may be necessary to keep such Shelf the Registration Statement continuously effective until as to the expiration applicable Registrable Securities for the Effectiveness Period and to the extent any Registrable Securities are not included in such Registration Statement for reasons other than the failure of the Effectiveness PeriodHolder to comply with Section 3(m) hereof, shall prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as possible, and use commercially reasonable efforts in no event later than 10 Business Days, to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and as promptly as possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act applicable to it and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such Shelf the Registration Statement during the Effectiveness Period applicable period in accordance with the intended methods of disposition by the sellers Holders thereof set forth in such Shelf the Registration Statement as so amended or in such Prospectus as so supplemented. (c) As Notify the Holders of Registrable Securities to be sold and the Special Counsel as promptly as practicable give notice to the Notice Holders, the Initial Purchaser and counsel for the Holders and for the Initial Purchaser possible (or, if applicable, separate counsel for the Holders) (iA) when a Prospectus or any Prospectus, Prospectus supplement, Shelf Registration Statement supplement or post-effective amendment to a Shelf the Registration Statement has been is proposed to be filed with (but in no event in the SEC andcase of this subparagraph (A), less than three (3) Business Days prior to date of such filing); (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement; and (C) with respect to a Shelf the Registration Statement or any post-effective amendment, when the same has been declared effectivebecome effective (which notice shall be delivered to the Purchasers and Special Counsel on the same day as such effectiveness), and after the effectiveness thereof: (iii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, request by the SEC Commission or any other federal Federal or state governmental authority for amendments or supplements to any Shelf the Registration Statement or related Prospectus or for additional information, ; (iiiii) of the issuance by the SEC or any other federal or state governmental authority Commission of any stop order suspending the effectiveness of any Shelf the Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any proceedings Proceedings for that purpose, ; (iviii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding Proceeding for such purpose, ; and (viv) after if the effective date of any Shelf financial statements included in the Registration Statement filed pursuant to this Agreement become ineligible for inclusion therein or of the occurrence of any event that makes any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, Prospectus or other documents so that, in the case of the Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limitation to any remedies to which the Holders may be entitled under this Agreement, if any of the events described in clauses (but not the nature of or details concerningi) a Material Event and through (viiv) of the determination by Section 3(c)(C) occurs, the Company that a post-effective amendment shall use its best efforts to a Shelf Registration Statement will be filed with respond to and correct the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall applyevent. (d) Use commercially reasonable its best efforts to prevent avoid the issuance of, andor, if issued, use best efforts to obtain the withdrawal of of, (i) any order suspending the effectiveness of a Shelf the Registration Statement or the lifting of (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for salejurisdiction, in either case at the earliest possible practicable moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser or any Notice HolderHolder of Registrable Securities, as (i) promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf the Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to Company reasonably agrees should be included therein by applicable law and (ii) make any all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment; provided provided, however, that the Company shall not be required to take any actions under action pursuant to this Section 3(e) thatthat would, in the written opinion of counsel for the CompanyCompany (addressed to the Special Counsel), are not in compliance with violate applicable law. (f) As promptly as practicable furnish Furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) Holder and the Initial PurchaserSpecial Counsel, without charge, at least one (1) conformed copy of the Shelf each Registration Statement and any each amendment thereto, including financial statements but excluding and schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested in writing to the Company extent requested by such Notice Holder, Person (including those previously furnished or incorporated by reference) promptly after the filing of such counsel or documents with the Initial Purchaser)Commission. (g) During the Effectiveness Period, Promptly deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) Holder and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration StatementSpecial Counsel, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary form of prospectus) and any each amendment or supplement thereto as such Notice Holder and the Initial Purchaser Persons may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or and each amendment or supplement thereto by each Notice Holder, of the selling Holders in connection with any the offering and sale of the Registrable Securities covered by such Prospectus or and any amendment or supplement thereto in the manner set forth thereinthereto. (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration StatementSecurities, use commercially reasonable its best efforts to register or qualify or cooperate with the Notice selling Holders and the Special Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statementwriting, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such the Registrable Securities in the manner set forth in the relevant Shelf covered by a Registration Statement and the related ProspectusStatement; provided provided, however, that the Company will shall not be required to (i) qualify as a foreign corporation or as a dealer in securities generally to do business in any jurisdiction where it would is not otherwise be required then so qualified or to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits any jurisdiction where it is not then so subject or subject the Company to taxation any material tax in any such jurisdiction where it is not then so subject. (i) Upon Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by applicable law and the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any Holder may request at least two (A2) Business Days prior to any sale of Registrable Securities. In connection therewith, the issuance by the SEC of a stop order suspending Company shall promptly after the effectiveness of the Shelf Registration Statement or (but no later than two days thereafter) cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the initiation transfer agent, which authorize and direct the transfer agent to issue such Registrable Securities without legend upon sale by the Holder of proceedings with respect to such shares of Registrable Securities under the Shelf Registration Statement under Section 8(dStatement. (j) or 8(e) of the Securities Act, (B) Upon the occurrence of any event contemplated by Section 3(c)(C)(iii) or (iv), as promptly as possible, prepare a supplement or amendment, including a post-effective amendment, to the existence of any fact as a result of which any Shelf Registration Statement shall or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) above, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that the Company may rely on information provided by each Notice Holder with respect to such Notice Holder), as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Cause all Registrable Securities relating to such Registration Statement to be listed on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market. (l) Comply in all material respects with all applicable rules and regulations of the SEC Commission and make generally available to its securityholders earning security holders earnings statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no not later than 45 days after the end of any 123-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf the Registration Statement, which statements statement shall cover said 12-month periods. (l) Cooperate with each Notice Holder conform to facilitate the timely preparation and delivery requirements of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale of such Registrable SecuritiesRule 158. (m) Provide a CUSIP number for all Request each selling Holder to furnish to the Company information regarding such Holder and the distribution of such Registrable Securities covered as is required by each Shelf law or the Commission to be disclosed in the Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee Statement, and the transfer agent for the Common Stock with certificates for Company may exclude from such registration the Registrable Securities of any such Holder who fails (i) to furnish such information or (ii) to agree to furnish, upon request, such additional information regarding such Holder as may later be required by law to be disclosed, in each case, within a reasonable time prior to the filing of each Registration Statement, supplemented Prospectus and/or amended Registration Statement. If the Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company, then such Holder shall have the right to require (if such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c)(i), 3(c)(ii), 3(c)(iii), 3(c)(iv) or 3(n), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3(j), or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in a form eligible for deposit with The Depository Trust Companysuch Prospectus or Registration Statement. (n) Cooperate If (i) there is material non-public information regarding the Company which the Company’s Board of Directors (the “Board”) reasonably determines not to be in the Company’s best interest to disclose and assist which the Company is not otherwise required to disclose, or (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any filings rmerger, consolidation, tender offer or other similar transaction) available to the Company which the Board reasonably determines not to be in the Company’s best interest to disclose and which the Company would be required to disclose under the Registration Statement, then the Company may postpone or suspend filing or effectiveness of a registration statement for a period not to exceed 30 consecutive days, provided that the Company may not postpone or suspend its obligation under this Section 3(n) for more than 60 days in the aggregate during any 12 month period (each, a “Blackout Period”).

Registration Procedures. In connection with the registration obligations of the Company under Section 2 hereofIN CONNECTION WITH THE COMPANY’S REGISTRATION OBLIGATIONS HEREUNDER, the Company shallTHE COMPANY SHALL: (a) Prepare and file with Not less than three Trading Days, which shall not be included in the SEC a Shelf calculation of time period for the purposes of the Company’s obligations under this Agreement or under the Purchase Agreement, prior to the filing of the Registration Statement or Shelf Registration Statements on Form S-1 or S-3 any related Prospectus or any other appropriate form under amendment or supplement thereto, the Securities Act available for Company shall furnish to the sale Holders copies of the Registrable Securities by the Holders thereof in accordance with the intended method or methods plan of distribution thereof, and use commercially reasonable efforts proposed to cause each be filed which document will be subject to the review of such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Holders. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto with the SEC, the Company shall furnish that contains a plan of distribution to the Initial Purchaser and counsel for which the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) copies of all such documents proposed to be filed and use commercially reasonable efforts to reflect in each such document when so filed with the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days a majority of the delivery of such copies to the Initial Purchaser and such counselRegistrable Securities shall reasonably object in good faith. (bi) Prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to each Shelf the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf the Registration Statement continuously effective until as to the expiration of applicable Registrable Securities for the Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 424; (or iii) respond as promptly as reasonably possible, and in any similar provisions then in force) under event within 15 Trading Days, to any comments received from the Securities Act; and use commercially reasonable efforts to comply with the provisions of the Securities Act applicable to it Commission with respect to the disposition Registration Statement or any amendment thereto and, as promptly as reasonably possible, upon request, provide the Holders true and complete copies of all securities correspondence from and to the Commission relating to the Registration Statement; and (iv) take such actions to permit distribution of the Registrable Securities covered by such Shelf the Registration Statement during the Effectiveness Period applicable period in accordance with the intended methods Plan of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplementedDistribution. (c) As Notify the Holders of Registrable Securities to be sold as promptly as practicable give reasonably possible (and, in the case of (i)(A) below, not less than two Trading Days prior to such filing) and (if requested by any such Person) confirm such notice to in writing promptly following the Notice Holders, the Initial Purchaser and counsel for the Holders and for the Initial Purchaser day (or, if applicable, separate counsel for the Holders) (ii)(A) when a Prospectus or any Prospectus, Prospectus supplement, Shelf Registration Statement supplement or post-effective amendment to a Shelf the Registration Statement has been filed with is proposed to be filed; (B) when the SEC and, Commission notifies the Company whether there will be a “review” of the Registration Statement and whenever the Commission comments in writing on the Registration Statement (the Company shall upon request provide true and complete copies thereof and all written responses thereto to each of the Holders); and (C) with respect to a Shelf the Registration Statement or any post-effective amendment, when the same has been declared become effective, ; (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, request by the SEC Commission or any other federal Federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to any Shelf the Registration Statement or related Prospectus or for additional information, ; (iii) of the issuance by the SEC Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of any Shelf the Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any proceedings Proceedings for that purpose, ; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding Proceeding for such purpose, ; and (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not any event or passage of time that makes the nature of or details concerning) a Material Event and (vi) of financial statements included in the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with ineligible for inclusion therein or any statement made in the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall apply. (d) Use commercially reasonable efforts to prevent the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser Prospectus or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents document incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested untrue in writing any material respect or that requires any revisions to the Company by such Notice Holder, such counsel or the Initial Purchaser). (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without chargeProspectus or other documents so that, as many copies in the case of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and the Initial Purchaser may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities ActProspectus, (B) the occurrence of any event or the existence of any fact as a result of which any Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) abovemay be, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading. (it being understood that d) Use its commercially reasonable efforts to avoid the Company may rely on information provided by each Notice Holder with respect to such Notice Holder)issuance of, as thereafter delivered to or, if issued, obtain the purchasers withdrawal of (i) any order suspending the effectiveness of the Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities being sold thereunderfor sale in any jurisdiction, andat the earliest practicable moment. (e) Furnish to each Holder, without charge, at least one conformed copy of the Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. (f) Promptly deliver to each Holder, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request in connection with resales by the case Holder of Registrable Securities. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving on any notice pursuant to Section 3(c). (g) Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each the Registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction. (h) If requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (i) Upon the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment to a Shelf Registration Statementamendment, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice Registration Statement or a supplement to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of related Prospectus or any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are document incorporated or deemed to be incorporated therein by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) abovereference, and file any other required document so that, as promptly as is practicablethereafter delivered, (y) in neither the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not nor such Prospectus will contain any an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover said 12-month periodsCommission. (lk) Cooperate with The Company may require each Notice selling Holder to facilitate furnish to the timely preparation and delivery Company a certified statement as to the number of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statementshares of Common Stock beneficially owned by such Holder and, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted if required by the Indenture Commission, the person thereof that has voting and registered dispositive control over the Shares. Each Holder agrees to reasonably cooperate with the Company in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale the preparation of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide response by the Trustee and Company to any comments by the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust CompanyCommission. (n) Cooperate and assist in any filings r

Registration Procedures. In connection with the Company’s registration obligations of the Company under Section 2 hereof, the Company shallhereunder: (a) Prepare the Company shall, not less than three (3) Trading Days prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, proxy statements and Current Reports on Form 8-K and any similar or successor reports), furnish to one counsel designated by a majority of the outstanding Registrable Securities (“Holders Counsel”), copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be subject to the reasonable review of Holders Counsel; provided that each Holder shall have the right to review, prior to filing, its selling shareholder information. The Company shall not file any Registration Statement or amendment or supplement thereto containing information which Holders Counsel reasonably objects in good faith, unless the Company shall have been advised by its counsel that the information objected to is required under the Securities Act or the rules or regulations adopted thereunder. (i) the Company shall prepare and file with the SEC a Shelf Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereofCommission such amendments, and use commercially reasonable efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or Prospectus or any amendments or supplements thereto with the SEC, the Company shall furnish to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) copies of all such documents proposed to be filed and use commercially reasonable efforts to reflect in each such document when so filed with the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days of the delivery of such copies to the Initial Purchaser and such counsel. (b) Prepare and file with the SEC such amendments and including post-effective amendments and supplements, to each Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf Registration Statement continuously effective until as to the expiration of applicable Registrable Securities for its Effectiveness Period (except during an Allowable Grace Period); (ii) the Effectiveness Period; Company shall cause the related Prospectus to be amended or supplemented by any required Prospectus supplementsupplement (subject to the terms of this Agreement), and and, as so supplemented or amended, to be filed pursuant to Rule 424 (except during an Allowable Grace Period); (iii) the Company shall respond as promptly as reasonably practicable to any comments received from the Commission with respect to each Registration Statement or any similar provisions then in force) under amendment thereto and, as promptly as reasonably possible, provide the Securities ActHolders Counsel true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Holders as “Selling Shareholders”; and use commercially reasonable efforts to (iv) the Company shall comply in all material respects with the provisions of the Securities Act applicable to it with respect to the disposition of all securities Registrable Securities covered by such Shelf a Registration Statement during until such time as all of such Registrable Securities shall have been disposed of (subject to the Effectiveness Period terms of this Agreement) in accordance with the intended methods of disposition by the sellers Holders thereof as set forth in such Shelf Registration Statement as so amended or in such Prospectus as so supplemented; provided, that each Holder shall be responsible for the delivery of the Prospectus to the Persons to whom such Registration Rights Purchaser sells any of the Registrable Securities (including in accordance with Rule 172 under the Securities Act), and each Holder agrees to dispose of Registrable Securities in compliance with applicable federal and state securities laws. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 5(b)) by reason of the Company filing a report on Form 10-K, Form 10- Q or Form 8-K or any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the Commission as promptly as practicable. (c) As promptly as practicable give notice to the Notice Holders, the Initial Purchaser and counsel for Company shall notify the Holders and for (which notice shall, pursuant to clauses (ii) through (iv) hereof, be accompanied by an instruction to suspend the Initial Purchaser (oruse of the Prospectus until the requisite changes have been made, if applicable, separate counsel for ) as promptly as reasonably practicable following the Holders) day (ii)(A) when a Prospectus or any Prospectus, Prospectus supplement, Shelf Registration Statement supplement or post-effective amendment to a Shelf Registration Statement has been filed with the SEC and, Commission; and (B) with respect to a Shelf each Registration Statement or any post-effective amendment, when the same has been declared become effective, ; (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, issuance by the SEC Commission or any other federal or state governmental authority for amendments or supplements to any Shelf Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC or any other federal or state governmental authority Governmental Entity of any stop order suspending the effectiveness of any Shelf a Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any proceedings Proceedings for that purpose, ; (iviii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding Proceeding for such purpose, ; and (viv) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not any event or passage of time that makes the nature of or details concerning) financial statements included in a Material Event and (vi) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (ineligible for inclusion therein or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, any statement made in which event the provisions of Section 3(i) shall apply. (d) Use commercially reasonable efforts to prevent the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf such Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser Prospectus or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents document incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested untrue in writing any material respect or that requires any revisions to the Company by such Notice Holder, such counsel or the Initial Purchaser). (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and other documents so that, in the Initial Purchaser may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use case of such Prospectus or each amendment or supplement thereto by each Notice Holder, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities ActProspectus, (B) the occurrence of any event or the existence of any fact as a result of which any Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) abovemay be, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading(in the case of any Prospectus, and such Prospectus does not contain any untrue statement form of a material fact prospectus or omit to state any material fact necessary in order to make the statements thereinsupplement thereto, in the light of the circumstances under which they were made), not misleading misleading. (it d) Notwithstanding anything to the contrary herein, at any time after the Registration Statement has been declared effective by the Commission, the Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information at the time is not, in the good faith judgment of the Company, in the best interests of the Company (such delay, a “Grace Period”). During the Grace Period, the Company shall not be required to maintain the effectiveness of any Registration Statement filed hereunder and, in any event, Holders shall suspend sales of Registrable Securities pursuant to such Registration Statements during the pendency of the Grace Period provided, the Company shall promptly (i) notify the Holders in writing of the existence of material non-public information giving rise to a Grace Period or the need to file a post-effective amendment, as applicable, and the date on which such Grace Period will begin, (ii) use reasonable best efforts to terminate a Grace Period as promptly as practicable provided that such termination is, in the good faith judgment of the Company, in the best interest of the Company and (iii) notify the Holders in writing of the date on which the Grace Period ends; provided, further, that, with respect to a Required Registration Statement only, no single Grace Period shall exceed forty-five (45) consecutive days, and during any three hundred sixty-five (365) day period, the aggregate of all Grace Periods shall not exceed an aggregate of ninety (90) days (each Grace Period complying with this provision being understood an “Allowable Grace Period”). For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the Holders receive the notice referred to in clause (i) above and shall end on and include the later of the date the Holders receive the notice referred to in clause (iii) above and the date referred to in such notice; provided, that no Grace Period shall be longer than an Allowable Grace Period. Notwithstanding anything to the contrary, the Company shall use reasonable best efforts to cause the Transfer Agent to deliver unlegended Shares to a transferee of a Holder in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered into an irrevocable contract for sale prior to the Holder’s receipt of the notice of a Grace Period and for which the Holder has not yet settled. (e) the Company shall use reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as soon as practicable. (f) the Company shall, if requested by a Holder, furnish to such Holder, without charge, at least one (1) conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Holder (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that the Company shall have no obligation to provide any document pursuant to this clause that is available on the Commission’s E▇▇▇▇ or successor system. (g) the Company agrees to promptly deliver to each Holder whose Registrable Securities are included in the applicable Registration Statement, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may rely on information provided reasonably request. The Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each Notice of the selling Holders in connection with the offering and sale of Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (h) the Company shall, prior to any resale of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of such Registrable Securities for the resale by the Holder with respect under the securities or “Blue Sky” laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such Notice Holder)jurisdictions of the Registrable Securities covered by each Registration Statement; provided, as thereafter delivered that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the purchasers Company to any general tax in any such jurisdiction where it is not then so subject or file a consent to service of process in any such jurisdiction. (i) the Company shall enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions reasonably requested by the Holders of a majority of the Registrable Securities being sold thereunderin connection therewith or by the managing underwriter(s), if any, in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any such permitted underwritten offering of Registrable Securities, (i) the Company shall (A) make such representations and warranties to the selling Holders and the managing underwriter(s), if any, with respect to the business of the Company and its subsidiaries, and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers in underwritten offerings, and, if true, confirm the same if and when requested, (B) use its reasonable best efforts to furnish opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter(s), if any, addressed to each of the managing underwriter(s), if any, covering the matters customarily covered in opinions requested in underwritten offerings, (C) use its reasonable best efforts to obtain “cold comfort” letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the case of a post-effective amendment to a Shelf Registration Statement) who have certified the financial statements included in such Registration Statement, subject addressed to each of the next sentencemanaging underwriter(s), use commercially reasonable efforts to cause it if any, such letters to be declared effective as promptly as is practicablein customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings, (D) include within the underwriting agreement indemnification provisions and procedures customary in such underwritten offerings and (iiE) give notice to the Notice Holders deliver such documents and counsel for certificates as may be reasonably requested by the Holders of a majority of the Registrable Securities being sold in connection therewith, their counsel and for the Initial Purchaser (ormanaging underwriter(s), if applicableany, separate counsel for to evidence the Holders) that the availability continued validity of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities representations and warranties made pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) above and to evidence compliance with any customary conditions contained in the case of clause (B) above, as soon as, in the reasonable judgment of underwriting agreement or other agreement entered into by the Company, the Shelf Registration Statement does not contain (ii) each Holder shall not, during such period (which period shall in no event exceed one hundred and eighty (180) days, subject to any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under then customary “booster shot” extension (which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) extension shall not exceed thirty (30) days days) following the effective date of any Registration Statement to the extent requested by any managing underwriter, sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of, or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities owned by it at any time during such period, except Registrable Securities included in such registration; provided that any release of Registrable Securities from such agreement shall be effected among the aggregate Holders on a pro rata basis according to the Registrable Securities then owned by them, and (iii) the Company shall use its reasonable best efforts to cause each of its directors and senior executive officers to execute and deliver customary lockup agreements in any three month such form and for such time period or up to one hundred twenty and eighty (120180) days in (subject to any then customary “booster shot” extensions) as may be requested by any managing underwriter. The above shall be done at each closing under such underwriting or similar agreement, or as and to the aggregate in any twelve (12) month periodextent required thereunder. (j) Make the Company shall make available for inspection during normal business hours by representatives for the Notice Holders any Holder of Registrable Securities included in such Registrable SecuritiesRegistration Statement, any underwriter participating in any disposition pursuant to such Registration Statement, and any broker-dealersattorney, attorneys and accountants accountant or other agent retained by any such Notice Holdersseller or underwriter (collectively, the “Inspectors”), at the offices where normally kept, during reasonable business hours, all relevant financial and other records and records, pertinent corporate documents and properties of the Company and its subsidiariesSubsidiaries (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the appropriate Company’s officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours supply all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants Inspector in connection with such disposition, in each case as is customary for similar "due diligence" examinationsRegistration Statement; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company any Records that any information that is reasonably and in good faith designated by the Company in writing as confidential are not generally publicly available at the time of delivery of such information Records shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, Inspectors unless (i) the disclosure of such information is required by court or administrative order or Records is necessary in the reasonable judgment of the Inspectors to respond to inquiries of regulatory authoritiesavoid or correct a misstatement or omission in the Registration Statement, or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction; provided, further, that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such information Records is required by law (including any disclosure requirements pursuant to federal securities laws sought in connection with the filing a court of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement)competent jurisdiction, (iii) such information becomes generally available give notice to the public other than as a result of a disclosure or failure Company to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company extent legally permitted and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to allow the Company, and provided that the foregoing inspection and information gathering shallat its expense, to undertake appropriate action and to prevent disclosure of the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5Records deemed confidential. (k) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after shall, in the effective date case of a Shelf Registration Statement, which statements shall cover said 12-month periods. (l) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. (n) Cooperate and assist in any filings ran un

Registration Procedures. In connection with the case of each registration obligations of effected by the Company under Section 2 hereofpursuant to this Article II, the Company shall: (a) Prepare and file with the SEC a Shelf Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for will use its reasonable best efforts to effect such registration to permit the sale of the Registrable Securities by the Holders thereof securities in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable and will keep the Holders advised on a reasonably current basis as to the initiation of each registration and as to the completion thereof. At its expense, the Company will use its reasonable best efforts to: (a) Prepare the required TZE Registration Statement, including all exhibits and financial statements required pursuant to the Securities Act to be filed therewith, and use commercially reasonable efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or Prospectus such registration statement, or any amendments or supplements thereto with the SECthereto, the Company shall or Prospectus, furnish to the Initial Purchaser and counsel for the Holder or group of Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) copies of all such documents proposed prepared to be filed and use commercially reasonable efforts to reflect in each such document when so filed with the SEC such comments as the such counsel reasonably filed, which documents shall propose within three (3) Business Days of the delivery of such copies be subject to the Initial Purchaser review of, the Holder or group of Holders and such their respective counsel.; (bi) Prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to each Shelf the TZE Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf the TZE Registration Statement continuously effective until as to the expiration of Registrable Securities for the Effectiveness Period; , (ii) prepare and file with the Commission as promptly as practicable any additional registration statements as may be necessary in order to register for resale under the Securities Act all of the Registrable Securities, (iii) cause the any related Prospectus to be amended or supplemented by any required Prospectus supplementsupplement (subject to the terms of this Agreement), and and, as so supplemented or amended, to be filed pursuant to Rule 424 424, (iv) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any similar provisions then amendment thereto, and (v) comply in force) under the Securities Act; and use commercially reasonable efforts to comply all material respects with the provisions of the Securities Act applicable to it and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such Shelf the TZE Registration Statement during the Effectiveness Period applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the sellers Holders thereof as set forth in such Shelf the TZE Registration Statement as so amended or such Prospectus as so supplementedStatement. (c) As promptly as practicable give notice Furnish to the Notice Holders, the Initial Purchaser and counsel for the Holder or group of Holders and for the Initial Purchaser (oreach underwriter, if applicableany, separate counsel for without charge, as many conformed copies as such Holder or group of Holders or any underwriter may reasonably request of the Holders) (i) when any Prospectus, Prospectus supplement, Shelf TZE Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (d) Furnish, without charge, such number of Prospectuses, including any preliminary Prospectuses, and other documents incident thereto, including any amendment of or supplement to a Shelf the Prospectus, as the Holder or group of Holders may from time to time reasonably request; (e) On or prior to the date on which the TZE Registration Statement is declared effective, to the extent required by applicable law, register and qualify the securities covered by such registration statement pursuant to the securities or blue sky laws of each jurisdiction as shall be reasonably requested by the Holder or group of Holders; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions where it is not then so subject; (f) Notify the Holder or group of Holders and the managing underwriter, if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company, (i) when the TZE Registration Statement, or any amendment or supplement thereto, has been filed with the SEC and, with respect to a Shelf Registration Statement or any post-becomes effective amendment, and when the same applicable Prospectus has been declared effective, filed; and (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, written comments by the SEC Commission or any request by the Commission or any other federal or state governmental authority or regulatory authority for amendments or supplements to any Shelf the TZE Registration Statement or related the Prospectus or for additional information, ; (iiig) Promptly notify the Holder or group of Holders (i) of the issuance by the SEC Commission of any stop order suspending the effectiveness of the TZE Registration Statement or any order by the Commission or any other federal or state governmental authority or regulatory authority preventing or suspending the use of any stop order suspending the effectiveness of any Shelf Registration Statement preliminary or final Prospectus or the initiation initiation, or threatening written threatened initiation, of any proceedings for that purpose, such purposes; (ivii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities securities so registered for offering or sale in any jurisdiction or the initiation initiation, or threatening written threatened initiation, of any proceeding for such purpose, ; and (viii) after at any time when a Prospectus relating to the effective date of any Shelf TZE Registration Statement filed pursuant to this Agreement of the occurrence of (but not the nature of or details concerning) a Material Event and (vi) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall apply. (d) Use commercially reasonable efforts to prevent the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be is required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested in writing to the Company by such Notice Holder, such counsel or the Initial Purchaser). (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and the Initial Purchaser may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (h) Prior to any public offering of the Registrable Securities delivered pursuant to the Shelf Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) Securities Act of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which any Shelf Registration Statement shall contain any the Prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and following such notification promptly prepare and furnish to the Holder or (C) the occurrence group of Holders a reasonable number of copies of a supplement to, or existence of any pending corporate development an amendment of, such Prospectus as may be necessary so that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) above, subject as thereafter delivered to the next sentencepurchasers of such securities, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does shall not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, made not misleading misleading; (it being understood that h) Prevent or obtain the Company may rely on withdrawal of any stop order or other order suspending the use of any preliminary or final Prospectus; (i) Promptly incorporate in a Prospectus supplement or post-effective amendment such information provided by each Notice as the managing underwriter and the Holder or group of Holders agree should be included therein relating to the plan of distribution with respect to such Notice Holder)securities, as thereafter delivered to the purchasers and make all required filings of the Registrable Securities being sold thereunder, and, in the case of a such Prospectus supplement or post-effective amendment to a Shelf Registration Statement, subject to as soon as reasonably practicable after being notified of the next sentence, use commercially reasonable efforts to cause it matters to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact supplement or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period.post-effective amendment; (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing Cooperate with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time Holder or group of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period managing underwriter, if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statementany, which statements shall cover said 12-month periods. (l) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities sold that are in a form eligible for deposit with The Depository Trust Company.Company and that do not bear any restrictive legends, and enable such securities to be in such denominations and registered in such names as the managing underwriter may request at least two Business Days prior to any sale of securities in any underwritten offering that meets the requirements of Section 2.1(e); (k) Provide a transfer agent and registrar for all Securities registered pursuant to the TZE Registration Statement and a CUSIP number for all such securities, in each case not later than the effective date of such registration; (l) Cause all such securities registered hereunder to be listed on each securities exchange on which the same securities issued by the Company are then listed; (m) In connection with any underwritten offering meeting the requirements of Section 2.1(e), enter into an underwriting agreement in form reasonably necessary to effect the offer and sale of such securities, provided that (i) such underwriting agreement contains reasonable and customary provisions, (ii) if participating in such underwriting, a Holder shall also enter into and perform its respective obligations pursuant to such agreement, (iii) if participating in such underwriting, the indemnification and contribution obligations of such Holder shall be several and not joint, and (iv) if participating in such underwriting, the aggregate amount of such Holder’s liability shall not exceed its net proceeds from such underwritten offering; (n) In connection with any underwritten offering meeting the requirements of Section 2.1(e), obtain for delivery to any Holder or group of Holders and the underwriter an opinion from counsel for the Company dated the date of the closing pursuant to the underwriting agreement, in customary form, scope and substance, which opinion shall be reasonably satisfactory to such Holder or group of Holders and to the underwriter, as the case may be, and their respective counsel; (o) In connection with any underwritten offering meeting the requirements of Section 2.1(e) pursuant to the TZE Registration Statement, obtain for delivery to the Company and the managing underwriter, with copies to any Holder or group of Holders, a “cold comfort” letter from the Company’s independent certified public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests, dated the date of execution of the underwriting agreement and brought down to the closing pursuant to the underwriting agreement; (p) Cooperate with any Holder or group of Holders and assist each underwriter, if any, participating in the disposition of such securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc.; (q) Make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act; (r) In connection with any underwritten offering meeting the requirements of Section 2.1(e) make available upon reasonable notice at reasonable times and for reasonable periods for inspection by a representative appointed by any Holder, by the managing underwriter and by any attorney, accountant or other agent retained by any such Holder or any such underwriter, all pertinent financial and other records, corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such Person in connection with such disposition as shall be necessary to enable them to exercise their due diligence responsibility, provided that any such Person gaining access to information regarding the Company pursuant to this Section 2.4(r) shall agree to hold such information in strict confidence and shall not make any disclosure or use any such information that the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (i) the release of such information is required by law; (ii) such information is or becomes publicly known other than through a breach of this or any other agreement; (iii) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company, which source had no contractual or other duty of confidentiality to the Company with respect to such information and of which the Holder is aware; or (iv) such information is independently developed by such Person; and (s) In connection with any underwritten offering meeting the requirements of Section 2.1(e), cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter in any filings rsuch underwritten offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto.

Registration Procedures. In connection with the Company’s registration obligations of the Company under Section 2 hereofhereunder, the Company shall: (a) Prepare and file with Not less than five (5) business days prior to the SEC a Shelf filing of each Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or and not less than one (1) business days prior to the filing of any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or related Prospectus or any amendments amendment or supplements supplement thereto with the SEC(including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) Legal Counsel copies of all such documents proposed to be filed and use commercially (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary in the reasonable efforts to reflect opinion of Legal Counsel. The Company shall not initially file a Registration Statement which the Subscribers of a majority of the Registrable Securities or Legal Counsel shall reasonably object in each good faith, provided that, the Company is notified of such document when so filed with the SEC such comments as the such counsel reasonably shall propose within objection in writing no later than three (3) Business Days business days after Legal Counsel has been so furnished copies of the delivery of such copies a Registration Statement. Each Subscriber agrees to furnish to the Initial Purchaser and such counselCompany with a completed shareholder questionnaire upon request from the Company. (b) Prepare (i) Use commercially reasonable efforts to prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to each Shelf a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf a Registration Statement continuously effective until as to the expiration applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Effectiveness Period; Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplementsupplement (subject to the terms of this Agreement), and and, as so supplemented or amended, to be filed pursuant to Rule 424 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any similar provisions then amendment thereto and provide as promptly as reasonably possible to Legal Counsel true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company may excise any information contained therein which would constitute material non-public information as to any Subscriber which has not executed a confidentiality agreement with the Company), and (iv) comply in force) under the Securities Act; and use commercially reasonable efforts to comply all material respects with the provisions of the Securities Act applicable to it and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such Shelf a Registration Statement during the Effectiveness Period applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the sellers Subscribers thereof set forth in such Shelf Registration Statement as so amended or in such Prospectus as so supplemented. (c) As Notify the Subscribers (or Legal Counsel, if any) of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as practicable give reasonably possible and (if requested by any such person) confirm such notice to in writing no later than one Trading Day following the Notice Holders, the Initial Purchaser and counsel for the Holders and for the Initial Purchaser day (or, if applicable, separate counsel for the Holders) (ii)(A) when a Prospectus or any Prospectus, Prospectus supplement, Shelf Registration Statement supplement or post-effective amendment to a Shelf Registration Statement has been filed with is proposed to be filed, (B) when the SEC andCommission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to a Shelf Registration Statement or any post-effective amendment, when the same has been declared become effective, (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, request by the SEC Commission or any other federal or state governmental authority for amendments or supplements to any Shelf a Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of any Shelf a Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any proceedings Proceedings for that purpose, ; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding Proceeding for such purpose, (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not any event or passage of time that makes the nature of or details concerning) financial statements included in a Material Event and (vi) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (ineligible for inclusion therein or as required pursuant to Section 3(i)), state that it constitutes any statement made in a Suspension Notice, in which event the provisions of Section 3(i) shall apply. (d) Use commercially reasonable efforts to prevent the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser Prospectus or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents document incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested untrue in writing to the Company by such Notice Holder, such counsel any material respect or the Initial Purchaser). (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with that requires any sale of Registrable Securities pursuant revisions to a Shelf Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and the Initial Purchaser may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holderother documents so that, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (i) Upon (A) the issuance by the SEC case of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities ActProspectus, (B) the occurrence of any event or the existence of any fact as a result of which any Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) abovemay be, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, and (it being understood vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may rely on be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided that, any and all of such information provided shall remain confidential to each Subscriber until such information otherwise becomes public, unless disclosure by each Notice Holder with respect a Subscriber is required by law. (d) Use its best efforts to such Notice Holder)avoid the issuance of, as thereafter delivered to or, if issued, obtain the purchasers withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities being sold thereunderfor sale in any jurisdiction, andat the earliest practicable moment. (e) Furnish to each Subscriber, in the case without charge, at least one conformed copy of a post-effective each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to a Shelf Registration Statement, subject be incorporated therein by reference to the next sentenceextent requested by such person, and all exhibits to the extent requested by such person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the ▇▇▇▇▇ system need not be furnished in physical form. (f) The Company shall cooperate with any broker-dealer through which a Subscriber proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to NASD Rule 2710, as requested by any such Subscriber, and the Company shall pay the filing fee required by such filing within two (2) business days of request therefor. (g) Prior to any resale of Registrable Securities by a Subscriber, use its commercially reasonable efforts to cause register or qualify or cooperate with the selling Subscribers in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Subscriber under the securities or Blue Sky laws of such jurisdictions within the United States as any Subscriber reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to be declared effective as promptly as any material tax in any such jurisdiction where it is practicablenot then so subject, and file a general consent to service of process in any such jurisdiction, or (i) register or qualify in any jurisdiction which imposes a merit review standard or (ii) give notice which requires any shareholder to escrow any securities as a condition of registration or qualification. (h) If requested by a Subscriber, cooperate with such Subscribers to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the Notice Holders extent permitted by the Purchase Agreement, of all restrictive legends, and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any enable such Registrable Securities pursuant to be in such Shelf Registration Statement until denominations and registered in such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause names as any such Subscriber may request. (i) above, or until it is advised in writing by If the Company that notifies the Prospectus may be used, and has received copies Subscribers in accordance with clauses (iii) through (vi) of Section 5.3(d) above to suspend the use of any additional or supplemental filings that are incorporated or deemed incorporated by reference in Prospectus until the requisite changes to such Prospectus have been made, then the Subscribers shall suspend use of such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which Company shall be entitled to exercise its right under this Section 5.3(j) to suspend the availability of the Shelf a Registration Statement and any Prospectus may for a period not to exceed 60 calendar days (which need not be suspended (the "Suspension Period"consecutive days) without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) 12 month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries Use commercially reasonable efforts to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover said 12-month periodsCommission. (lk) Cooperate with The Company may require each Notice Holder selling Subscriber to facilitate furnish to the timely preparation and delivery Company a certified statement as to the number of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statementshares of Common Stock beneficially owned by such Subscriber and, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted if required by the Indenture Commission, the natural persons thereof that have voting and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale of such Registrable Securitiesdispositive control over the shares. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. (n) Cooperate and assist in any filings r

Registration Procedures. In connection with the registration obligations (a) Whenever any Stockholders holding Registrable Securities have requested that any Registrable Securities be registered pursuant to Section 6.1 of the Company under Section 2 hereofthis Agreement, the Company shall: (a) Prepare will use its best efforts to effect the registration and file with the SEC a Shelf Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the such Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution disposition thereof, and pursuant thereto the Company will as expeditiously as possible: (i) prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use commercially reasonable its best efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided (PROVIDED, that at least 20 days before filing any Shelf a Registration Statement or Prospectus (as defined below) or any amendments or supplements thereto with the SECthereto, the Company shall will furnish to counsel selected by the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (orDemand Registration Stockholders holding Registrable Securities covered by such Registration Statement, if applicable, separate counsel for the Holders) copies of all such documents proposed to be filed and use commercially reasonable efforts filed, which documents will be subject to reflect in each such document when so filed with the SEC such comments as the timely review of such counsel and the Company will not file any Registration Statement or amendment thereto or any Prospectus or any supplement thereto, including documents incorporated by reference, to which such counsel shall reasonably shall propose within three (3object) Business Days of and remain effective until the delivery of Registrable Securities covered by such copies to the Initial Purchaser and such counsel.Registration Statement have been sold; (bii) Prepare prepare and file with the SEC Commission such amendments and post-effective amendments supplements to each Shelf such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf Registration Statement continuously effective until the expiration earliest to occur of (a) the sale of all such Registrable Securities, (b) the sale by the underwriter(s) of all such Registrable Securities purchased by it/them, and (c) 180 days after the effective date of the Effectiveness Period; cause the related Prospectus to be supplemented by any required Prospectus supplementRegistration Statement and, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use commercially reasonable efforts to comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities Securities covered by such Shelf Registration Statement during the Effectiveness Period such effective period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement and cause the Prospectus to be supplemented by any required prospectus supplement, and as so amended or such Prospectus as so supplemented. (c) As promptly as practicable give notice supplemented to the Notice Holders, the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) (i) when any Prospectus, Prospectus supplement, Shelf Registration Statement or post-effective amendment be filed pursuant to a Shelf Registration Statement has been filed with the SEC and, with respect to a Shelf Registration Statement or any post-effective amendment, when the same has been declared effective, (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement Rule 424 under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to any Shelf Registration Statement or related Prospectus or for additional information, ; (iii) upon request, furnish to each seller of Registrable Securities such number of copies of such Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus and each Prospectus filed under Rule 424 of the issuance by Securities Act) and such other documents as each such seller may reasonably request in order to facilitate the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any disposition of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for owned by each such purpose, seller (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not the nature of or details concerning) a Material Event and (vi) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall apply. (d) Use commercially reasonable efforts to prevent the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided being understood that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested in writing consents to the Company by such Notice Holder, such counsel or the Initial Purchaser). (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without charge, as many copies use of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as by such Notice Holder and the Initial Purchaser may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder, seller in connection with any the offering and sale of the Registrable Securities covered by such the Prospectus or any amendment or supplement thereto in the manner set forth therein.thereto); (hiv) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable its best efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the such other securities or Blue Sky blue sky laws of such jurisdictions within the United States as any Notice Holder seller reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statementrequests, use commercially reasonable its best efforts to keep each such registration or qualification (effective, including through new filings, amendments or exemption therefrom) effective renewals, during the Effectiveness Period in connection with period such Notice Holder's offer and sale of Registrable Securities pursuant Registration Statement is required to such registration or qualification (or exemption therefrom) be kept effective, and do any and all other acts or and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller; (v) notify each seller of such Registrable Securities in the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be Securities, at any time when a Prospectus relating thereto is required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement delivered under Section 8(d) or 8(e) of the Securities Act, (B) of the occurrence happening of any event or the existence of any fact as a result of which any Shelf the Prospectus included in such Registration Statement shall contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will promptly prepare (and, when completed, give notice to each seller of Registrable Securities) a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus will not contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of ; PROVIDED that upon such notification by the Company, makes each seller of such Registrable Securities will not offer or sell such Registrable Securities until the Company has notified such seller that it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (has prepared a "Material Event"), (i) in the case of clause (B) supplement or (C) above, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement Prospectus and delivered copies of such supplement or a supplement amendment to such Seller; (vi) cause all such Registrable Securities to be listed, prior to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light date of the circumstances under which they were made, not misleading (it being understood that the Company may rely on information provided by each Notice Holder with respect to first sale of such Notice Holder), as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) aboveregistration, or until it is advised in writing on each securities exchange on which similar securities issued by the Company that the Prospectus may be usedare then listed and, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) aboveif not so listed, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein listed with the National Association of Securities Dealers automated quotation system ("NASDAQ"); (vii) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement; (viii) enter into all such customary agreements (including underwriting agreements in customary form) and take all such other actions as counsel for the Stockholders of Registrable Securities being sold or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary underwriters, if any, reasonably request in order to make expedite or facilitate the statements thereindisposition of such Registrable Securities (including, in the light without limitation, effecting a stock split or a combination of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period.shares); (jix) Make make available for inspection during normal business hours on a confidential basis by representatives for the Notice Holders of any seller, any underwriter participating in any disposition pursuant to such Registrable SecuritiesRegistration Statement, and any broker-dealersattorney, attorneys and accountants accountant or other agent retained by any such Notice Holdersseller or underwriter (in each case after reasonable prior notice), all relevant financial and other records and records, pertinent corporate documents and properties of the Company and its subsidiariesCompany, and cause the appropriate Company's officers, directors directors, employees and employees of the Company and its subsidiaries independent accountants to make available for inspection during normal business hours supply on a confidential basis all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealersseller, attorneys underwriter, attorney, accountant or accountants agent in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at Registration Statement and cause the Company's requestchief executive officer and/or chief financial officer to be available upon reasonable request and at reasonable times to meet with underwriters and potential investors in connection with such Registration Statement; (x) permit any holder of Registrable Securities, first agree which holder, in writing with its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company that any information that is reasonably within the meaning of Section 15 of the Securities Act, to participate in the preparation of such registration or comparable statement and in good faith designated by to permit the insertion therein of material, furnished to the Company in writing as confidential at writing, which in the time of delivery reasonable judgment of such information holder and its counsel should be included, provided that such material shall be kept confidential by furnished under such persons and circumstances as shall cause it to be used solely for subject to the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements indemnification provisions provided pursuant to federal securities laws Section 6.7 (b) hereof; (xi) in connection with the filing event of the issuance of any Shelf stop order suspending the effectiveness of a Registration Statement Statement, or of any order suspending or preventing the use of any related Prospectus referred to or suspending the qualification of any Registrable Securities included in this Agreement)such Registration Statement for sale in any jurisdiction, (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and will use its best efforts promptly to obtain the withdrawal of such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto order; (xii) if requested by the counsel referred to in Section 5. (k) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (managing underwriter or underwriters or any similar rule promulgated under the holder of Registrable Securities Act) no later than 45 days after the end of in connection with any 12-month period (or 90 days after the end of any 12-month period if such period is sale pursuant to a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover said 12promptly incorporate in a Prospectus supplement or post-month periods.effective amendment such information relating to such underwriting as the managing underwriter or underwriters or such holder reasonably requests to be included therein, and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such Prospectus supplement or post-effective amendment; (lxiii) Cooperate cooperate with each Notice Holder the Stockholders holding Registrable Securities and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (bearing any such restrictive legends as may be required by law) representing Registrable Securities to be sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legendsunder such registration, and cause enable such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as the managing underwriter or underwriters, if any, or such Notice Holder Stockholders may request in writing at least request; (2xiv) Business Days prior use its best efforts to any sale cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities within the United States and having jurisdiction over the Company as may reasonably be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities.; (mxv) Provide use its best efforts to obtain: (A) at the time of effectiveness of each registration, a CUSIP number for all "comfort letter" from the Company's independent certified public accountants covering such matters of the type customarily covered by "cold comfort letters" as the Stockholders holding a majority of the Registrable Securities covered by each Shelf such registration and the underwriters reasonably request; and (B) at the time of any underwritten sale pursuant to a Registration Statement, a "bring-down comfort letter", dated as of the date of such sale, from the Company's independent certified public accountants covering such matters of the type customarily covered by "cold comfort letters" as the Stockholders holding a majority of the Registrable Securities covered by such Registration Statement not and the underwriters reasonably request; (xvi) use its best efforts to obtain, at the time of effectiveness of each Registration Statement and at the time of any sale pursuant to each registration, an opinion or opinions, favorable in form and scope to the Stockholders holding a majority of the Registrable Securities covered by such registration, from counsel to the Company in customary form; and (xvii) otherwise comply with all applicable rules and regulations of the Commission, and make generally available to its Stockholders (as contemplated by Section 11(a) under the Securities Act) an earnings statement satisfying the provisions of Rule 158 under the Securities Act no later than ninety (90) days after the end of the twelve month period beginning with the first month of the Company's first fiscal quarter commencing after the effective date of such Shelf the Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust CompanyStatement, which statement shall cover said twelve month period. (n) Cooperate and assist in any filings r

Registration Procedures. In connection with the Company’s registration obligations of the Company under Section 2 hereofhereunder, the Company shall: (a) Prepare and file with Not less than five Trading Days prior to the SEC filing of a Shelf Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or related Prospectus or any amendments amendment or supplements thereto with the SECsupplement thereto, the Company shall shall, (i) furnish to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) owning Registrable Securities registered under such Registration Statement copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such Person) which documents will be subject to the review of such Holders, and use commercially (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable efforts opinion of respective counsel to reflect in each such document when so filed with conduct a reasonable investigation within the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days meaning of the delivery Securities Act. The Company shall not file any such Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities registered thereunder shall reasonably object in good faith, provided that the Company is notified of such objection in writing no later than five Trading Days after such Holders have been so furnished copies to the Initial Purchaser and of such counseldocuments. (bi) Prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to each Shelf a Registration Statement and a Prospectus used in connection therewith as may be necessary to keep such Shelf Registration Statement continuously effective until as to the expiration applicable Registrable Securities for the applicable Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Effectiveness PeriodRegistrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to such Registration Statement or any similar provisions then in force) under amendment thereto and, as promptly as reasonably possible, upon request, provide the Securities ActHolders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement; and use commercially reasonable efforts to (iv) comply in all material respects during the applicable Effectiveness Period with the provisions of the Securities Act applicable to it and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such Shelf Registration Statement during the Effectiveness Period applicable period in accordance with the Holders’ intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or in such Prospectus as so supplemented. (c) As Notify the Holders of Registrable Securities to be sold as promptly as practicable give notice to the Notice Holders, the Initial Purchaser and counsel for the Holders and for the Initial Purchaser reasonably possible (or, if applicable, separate counsel for the Holders) (ii)(A) when a Prospectus or any Prospectus, Prospectus supplement, Shelf Registration Statement supplement or post-effective amendment to a Shelf Registration Statement has been filed with is proposed to be filed; (B) when the SEC and, Commission notifies the Company whether there will be a “review” of a Registration Statement and whenever the Commission comments in writing on a Registration Statement (the Company shall upon request provide true and complete copies thereof and all written responses thereto to each of the Holders); and (C) with respect to a Shelf Registration Statement or any post-effective amendment, when the same has been declared become effective, ; (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, request by the SEC Commission or any other federal Federal or state governmental authority during the period of effectiveness of a Registration Statement for amendments or supplements to any Shelf such Registration Statement or related Prospectus or for additional information, ; (iii) of the issuance by the SEC Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of any Shelf a Registration Statement covering any or all of such Registrable Securities or the initiation or threatening of any proceedings Proceedings for that purpose, ; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding Proceeding for such purpose, ; and (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not any event of which the nature Company has knowledge as a result of which a Prospectus, as then in effect, contains any untrue statement of a material fact or details concerning) omits to state a Material Event and (vi) material fact required to be stated therein or necessary to make the statements therein, in light of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SECcircumstances under which they were made, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall applynot misleading. (d) Use commercially reasonable efforts to prevent avoid the issuance of, andor, if issued, to obtain the withdrawal of (i) any order suspending the effectiveness of a Shelf Registration Statement Statement, or the lifting of (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for salejurisdiction, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such orderas promptly as reasonably practicable. (e) If requested by the Initial Purchaser or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish Furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf each Registration Statement registering Registrable Securities held by such Holder and any each amendment thereto, including financial statements but excluding and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested in writing by such Person, and all exhibits (unless to the extent requested by such Person in writing to (including those previously furnished or incorporated by reference) promptly after the Company by filing of such Notice Holder, such counsel or documents with the Initial Purchaser)Commission. (gf) During the Effectiveness Period, Promptly deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary form of prospectus) and any each amendment or supplement thereto as such Notice Holder and the Initial Purchaser Persons may reasonably request; and request in connection with resales by the Holder of Registrable Securities. Subject to the terms of this Agreement, the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or and each amendment or supplement thereto by each Notice Holder, of the selling Holders in connection with any the offering and sale of the Registrable Securities covered by such Prospectus or and any amendment or supplement thereto in thereto, except after the manner set forth thereingiving of any notice pursuant to Section 3(c). (hg) Prior to any public offering resale of the Registrable Securities pursuant to the Shelf Registration Statementby a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the Notice selling Holders in connection with the registration or qualification (or exemption from such registration the Registration or qualification) of such Registrable Securities for offer and sale the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statementwriting, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such the Registrable Securities in covered by the manner set forth in the relevant Shelf applicable Registration Statement and the related ProspectusStatement; provided provided, that the Company will shall not be required to (i) qualify as a foreign corporation or as a dealer in securities generally to do business in any jurisdiction where it would is not otherwise be required then so qualified, subject the Company to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation material tax in any such jurisdiction where it is not then so subjectsubject or file a general consent to service of process in any such jurisdiction. (h) If requested in writing by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the applicable Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the existence of any fact as a result of which any Shelf applicable Registration Statement shall or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither such Registration Statement nor the Prospectus included therein will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or . If the Company notifies the Holders in accordance with clauses (Cii) the occurrence or existence through (v) of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate Section 3(c) above to suspend the availability use of the Shelf Registration Statement and use of any Prospectus until the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) above, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment requisite changes to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were have been made, not misleading (it being understood that the Company may rely on information provided by each Notice Holder with respect to such Notice Holder), as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for then the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability shall suspend use of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use its commercially reasonable efforts to ensure that the use of the a Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which Company shall be entitled to exercise its right under this Section 3(i) to suspend the availability of the Shelf a Registration Statement and any Prospectus may be suspended (the "Suspension Period") without applicable Prospectus, subject to the Company incurring any obligation to pay payment of liquidated damages pursuant to Section 2(e2(b), for a period not to exceed 60 Trading Days (which need not be consecutive days) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) 12 month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, Comply in all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply material respects with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover said 12-month periodsCommission. (lk) Cooperate with The Company may require each Notice Holder, upon three Trading Days’ notice, to furnish to the Company a certified statement as to, among other things, the number of shares of Common Stock beneficially owned by such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities person that are in a form eligible for deposit with The Depository Trust Companyhas voting and dispositive control over such Shares. (n) Cooperate and assist in any filings r

Registration Procedures. In connection with the Company's registration obligations of the Company under Section 2 hereofhereunder, the Company shall: (a) Prepare and file with Not less than two Trading Days prior to the SEC a Shelf filing of the Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or related Prospectus or any amendments amendment or supplements thereto with the SECsupplement thereto, the Company shall shall, (i) furnish to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) their Special Counsel copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference) which documents will be subject to the review of such Holders and use commercially their Special Counsel, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable efforts opinion of respective counsel to reflect in each such document when so filed with conduct a reasonable investigation within the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days meaning of the delivery Securities Act. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of such copies to a majority of the Initial Purchaser Registrable Securities and such counseltheir Special Counsel shall reasonably object in good faith. (bi) Prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to each Shelf the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf the Registration Statement continuously effective until as to the expiration applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Effectiveness PeriodRegistrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 424; (iii) respond as promptly as reasonably possible, and in any event within ten days, to any comments received from the Commission with respect to the Registration Statement or any similar provisions then in force) under amendment thereto and, as promptly as reasonably possible provide the Securities ActHolders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; and use commercially reasonable efforts to (iv) comply in all material respects with the provisions of the Securities Act applicable to it and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such Shelf the Registration Statement during the Effectiveness Period applicable period in accordance with the intended methods of disposition by the sellers Holders thereof set forth in such Shelf the Registration Statement as so amended or in such Prospectus as so supplemented. (c) As Notify the Holders of Registrable Securities to be sold and their Special Counsel as promptly as practicable give reasonably possible (and, in the case of (i)(A) below, not less than three Trading Days prior to such filing) and (if requested by any such Person) confirm such notice to in writing no later than one Trading Day following the Notice Holders, the Initial Purchaser and counsel for the Holders and for the Initial Purchaser day (or, if applicable, separate counsel for the Holders) (ii)(A) when a Prospectus or any Prospectus, Prospectus supplement, Shelf Registration Statement supplement or post-effective amendment to a Shelf the Registration Statement has been filed with is proposed to be filed; (B) when the SEC and, Commission notifies the Company whether there will be a "review" of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders); and (C) with respect to a Shelf the Registration Statement or any post-effective amendment, when the same has been declared become effective, ; (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, request by the SEC Commission or any other federal Federal or state governmental authority for amendments or supplements to any Shelf the Registration Statement or related Prospectus or for additional information, ; (iii) of the issuance by the SEC or any other federal or state governmental authority Commission of any stop order suspending the effectiveness of any Shelf the Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any proceedings Proceedings for that purpose, ; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding Proceeding for such purpose, ; and (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not any event or passage of time that makes the nature of financial statements included in the Registration Statement ineligible for inclusion therein or details concerning) a Material Event and (vi) any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, Prospectus or other documents so that, in the case of the determination by the Company that a post-effective amendment to a Shelf Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be filed with stated therein or necessary to make the SECstatements therein, which notice may, at the discretion in light of the Company (or as required pursuant to Section 3(i))circumstances under which they were made, state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall applynot misleading. (d) Use commercially reasonable its best efforts to prevent avoid the issuance of, andor, if issued, to obtain the withdrawal of (i) any order suspending the effectiveness of a Shelf the Registration Statement Statement, or the lifting of (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for salejurisdiction, in either case at the earliest possible practicable moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish Furnish to each Notice Holder, counsel for the Holders Holder and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchasertheir Special Counsel, without charge, at least one (1) conformed copy of the Shelf each Registration Statement and any each amendment thereto, including financial statements but excluding and schedules, all documents incorporated or deemed to be incorporated therein by reference reference, and all exhibits (unless requested in writing to the Company extent requested by such Notice Holder, Person (including those previously furnished or incorporated by reference) promptly after the filing of such counsel or documents with the Initial Purchaser)Commission. (gf) During the Effectiveness Period, Promptly deliver to each Notice Holder, counsel for the Holders Holder and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statementtheir Special Counsel, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary form of prospectus) and any each amendment or supplement thereto as such Notice Holder and the Initial Purchaser Persons may reasonably request; and the . The Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or and each amendment or supplement thereto by each Notice Holder, of the selling Holders in connection with any the offering and sale of the Registrable Securities covered by such Prospectus or and any amendment or supplement thereto in the manner set forth thereinthereto. (hg) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration StatementSecurities, use commercially reasonable its best efforts to register or qualify or cooperate with the Notice selling Holders and their Special Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statementwriting, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such the Registrable Securities in the manner set forth in the relevant Shelf covered by a Registration Statement and the related ProspectusStatement; provided provided, that the Company will shall not be required to (i) qualify as a foreign corporation or as a dealer in securities generally to do business in any jurisdiction where it would is not otherwise be required then so qualified or subject the Company to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation material tax in any such jurisdiction where it is not then so subject. (h) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the existence of any fact as a result of which any Shelf Registration Statement shall or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) above, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that the Company may rely on information provided by each Notice Holder with respect to such Notice Holder), as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover said 12-month periodsCommission. (lk) Cooperate with The Company may require each Notice selling Holder to facilitate furnish to the timely preparation and delivery Company a certified statement as to the number of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statementshares of Common Stock beneficially owned by such Holder and, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted if requested by the Indenture and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale of such Registrable SecuritiesCommission, the controlling person thereof. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. (n) Cooperate and assist in any filings r

Registration Procedures. In connection with the Company's registration obligations of the Company under Section 2 hereofhereunder, the Company shall: (a) Prepare and file with Not less than five Business Days prior to the SEC a Shelf filing of each Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or related Prospectus or any amendments amendment or supplements supplement thereto with the SEC(including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall shall, (i) furnish to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) copies of all such documents proposed to be filed filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and use commercially (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable efforts opinion of respective counsel to reflect in each conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file the Registration Statement or any such document when so filed with Prospectus or any amendments or supplements thereto to which the SEC Holders of a majority of the Registrable Securities shall reasonably object, provided, the Company is notified of such comments as the such counsel reasonably shall propose within three (3) objection no later than 5 Business Days of after the delivery Holders have been so furnished copies of such copies to the Initial Purchaser and such counseldocuments. (bi) Prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to each Shelf a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf a Registration Statement continuously effective until as to the expiration applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Effectiveness PeriodRegistrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 424; (iii) respond as promptly as reasonably possible, and in any event within ten days, to any comments received from the Commission with respect to a Registration Statement or any similar provisions then in force) under amendment thereto and as promptly as reasonably possible provide the Securities ActHolders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and use commercially reasonable efforts to (iv) comply in all material respects with the provisions of the Securities Act applicable to it and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such Shelf a Registration Statement during the Effectiveness Period applicable period in accordance with the intended methods of disposition by the sellers Holders thereof set forth in such Shelf Registration Statement as so amended or in such Prospectus as so supplemented. (c) As If the number of Registrable Securities issuable at any time exceeds 85% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file an additional Registration Statement covering the resale of the Registrable Securities by the Holders of not less than 150% of the number of Registrable Securities required in order that all Underlying Shares and all Warrant Shares issuable upon exercise of the Warrants would then be registered in accordance with this Agreement. (d) Notify the Holders of Registrable Securities to be sold as promptly as practicable give reasonably possible (and, in the case of (i)(A) below, not less than five Business Days prior to such filing) and (if requested by any such Person) confirm such notice to in writing no later than one Business Day following the Notice Holders, the Initial Purchaser and counsel for the Holders and for the Initial Purchaser day (or, if applicable, separate counsel for the Holders) (ii)(A) when a Prospectus or any Prospectus, Prospectus supplement, Shelf Registration Statement supplement or post-effective amendment to a Shelf Registration Statement has been filed with is proposed to be filed; (B) when the SEC and, Commission notifies the Company whether there will be a "review" of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders); and (C) with respect to a Shelf Registration Statement or any post-effective amendment, when the same has been declared become effective, ; (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, request by the SEC Commission or any other federal Federal or state governmental authority for amendments or supplements to any Shelf a Registration Statement or related Prospectus or for additional information, ; (iii) of the issuance by the SEC or any other federal or state governmental authority Commission of any stop order suspending the effectiveness of any Shelf a Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any proceedings Proceedings for that purpose, ; (iv) if at any time any of the representations and warranties of the Company contained in any agreement contemplated hereby ceases to be true and correct in all material respects; (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding Proceeding for such purpose, (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not the nature of or details concerning) a Material Event ; and (vi) of the determination by occurrence of any event or passage of time that makes the Company that financial statements included in a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (ineligible for inclusion therein or as required pursuant to Section 3(i)), state that it constitutes any statement made in a Suspension Notice, in which event the provisions of Section 3(i) shall apply. (d) Use commercially reasonable efforts to prevent the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser Prospectus or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents document incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested untrue in writing any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the Company by such Notice Holder, such counsel case of a Registration Statement or the Initial Purchaser)Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ge) During the Effectiveness Period, Promptly deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary form of prospectus) and any each amendment or supplement thereto as such Notice Holder and the Initial Purchaser Persons may reasonably request; and the . The Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or and each amendment or supplement thereto by each Notice Holder, of the selling Holders in connection with any the offering and sale of the Registrable Securities covered by such Prospectus or and any amendment or supplement thereto in the manner set forth thereinthereto. (hf) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration StatementSecurities, use commercially reasonable its best efforts to register or qualify or cooperate with the Notice selling Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statementwriting, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such the Registrable Securities in the manner set forth in the relevant Shelf covered by a Registration Statement and the related ProspectusStatement; provided provided, that the Company will shall not be required to (i) qualify as a foreign corporation or as a dealer in securities generally to do business in any jurisdiction where it would is not otherwise be required then so qualified or subject the Company to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation material tax in any such jurisdiction where it is not then so subject. (ig) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. (h) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event contemplated this Section 3, as promptly as reasonably possible, prepare a supplement or the existence of any fact as amendment, including a result of which any Shelf post-effective amendment, to a Registration Statement shall or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) above, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that the Company may rely on information provided by each Notice Holder with respect to such Notice Holder), as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply with all applicable rules and regulations of the SEC and make generally available Commission. (j) Use its best efforts to its securityholders earning statements avoid the issuance of, or, if issued, obtain the withdrawal of (which need not be auditedi) satisfying any order suspending the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date effectiveness of a Shelf Registration Statement, which statements shall cover said 12-month periodsor (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (lk) Cooperate with Furnish to each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Shelf Registration StatementHolder, which certificates shall not bear any restrictive legendswithout charge, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale one conformed copy of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits to the Trustee and extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the transfer agent for filing of such documents with the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust CompanyCommission. (n) Cooperate and assist in any filings r

Registration Procedures. In connection with the Company’s registration obligations of the Company under Section 2 hereofhereunder, the Company shall: (a) Prepare and file with Not less than five Trading Days prior to the SEC a Shelf filing of the Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or related Prospectus or any amendments amendment or supplements thereto with the SECsupplement thereto, the Company shall shall, (i) furnish to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) any Holder of over $250,000 Subscription Amount copies of all such documents proposed to be filed and use commercially reasonable efforts (including documents incorporated or deemed incorporated by reference to reflect in each the extent requested by such document when so filed with Person) which documents will be subject to the SEC review of such comments as Holders. The Company shall not file the Registration Statement or any such counsel reasonably shall propose within three (3) Business Days Prospectus or any amendments or supplements thereto to which the Holders of a majority of the delivery Registrable Securities shall reasonably object in good faith, provided that the Company is notified of such objection in writing no later than 5 Trading Days after the Holders have been so furnished copies to the Initial Purchaser and of such counseldocuments. (bi) Prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to each Shelf the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf the Registration Statement continuously effective until as to the expiration applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Effectiveness PeriodRegistrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to the Registration Statement or any similar provisions then in force) under amendment thereto and, as promptly as reasonably possible, upon request, provide the Securities ActHolders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; and use commercially reasonable efforts to (iv) comply in all material respects with the provisions of the Securities Act applicable to it and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such Shelf the Registration Statement during the Effectiveness Period applicable period in accordance with the intended methods of disposition by the sellers Holders thereof set forth in such Shelf the Registration Statement as so amended or such Prospectus as so supplementedStatement. (c) As Notify the Holders of Registrable Securities to be sold as promptly as practicable give reasonably possible and (if requested by any such Person) confirm such notice to in writing promptly following the Notice Holders, the Initial Purchaser and counsel for the Holders and for the Initial Purchaser day (or, if applicable, separate counsel for the Holders) (ii)(A) when a Prospectus or any Prospectus, Prospectus supplement, Shelf Registration Statement supplement or post-effective amendment to a Shelf the Registration Statement has been filed with is proposed to be filed; (B) when the SEC and, Commission notifies the Company whether there will be a “review” of the Registration Statement and whenever the Commission comments in writing on the Registration Statement (the Company shall upon request provide true and complete copies thereof and all written responses thereto to each of the Holders); and (C) with respect to a Shelf the Registration Statement or any post-effective amendment, when the same has been declared become effective, ; (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, request by the SEC Commission or any other federal Federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to any Shelf the Registration Statement or related Prospectus or for additional information, information related thereto; (iii) of the issuance by the SEC Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of any Shelf the Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any proceedings Proceedings for that purpose, ; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding Proceeding for such purpose, ; and (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not any event or passage of time that makes the nature of or details concerning) a Material Event and (vi) of financial statements included in the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with ineligible for inclusion therein or any statement made in the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall apply. (d) Use commercially reasonable efforts to prevent the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser Prospectus or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents document incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested untrue in writing any material respect or that requires any revisions to the Company by such Notice Holder, such counsel or the Initial Purchaser). (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without chargeProspectus or other documents so that, as many copies in the case of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and the Initial Purchaser may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities ActProspectus, (B) the occurrence of any event or the existence of any fact as a result of which any Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) abovemay be, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading. (it being understood that d) Use commercially reasonable efforts to avoid the Company may rely on information provided by each Notice Holder with respect to such Notice Holder)issuance of, as thereafter delivered to or, if issued, obtain the purchasers withdrawal of (i) any order suspending the effectiveness of the Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities being sold thereunderfor sale in any jurisdiction, andat the earliest practicable moment. (e) Furnish to each Holder, in without charge, at least one conformed copy of the case of a post-effective Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to a Shelf Registration Statement, subject be incorporated therein by reference to the next sentenceextent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. (f) Promptly deliver to each Holder, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request in connection with resales by the Holder of Registrable Securities. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving on any notice pursuant to Section 3(c). (g) Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to cause register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep such Registration Statement or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction. (h) If requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be declared effective as promptly as is practicabledelivered to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and (ii) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any enable such Registrable Securities pursuant to be in such Shelf Registration Statement until denominations and registered in such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause names as any such Holders may request. (i) above, or until it is advised in writing by Upon the Company that the Prospectus may be used, and has received copies occurrence of any additional or supplemental filings that are incorporated or deemed incorporated event contemplated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) aboveSection 3(c)(v), as promptly as is practicablereasonably possible, (y) in prepare a supplement or amendment, including a post﷓effective amendment, to the case of clause (B) aboveRegistration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as soon asthereafter delivered, in neither the reasonable judgment of the Company, the Shelf Registration Statement does not nor such Prospectus will contain any an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and . If the Company notifies the Holders in accordance with clauses (zii) in through (v) of Section 3(c) above to suspend the case of clause (C) above, as soon as, in the reasonable discretion use of the Companyuse of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such suspension is no longer appropriateProspectus. The period during which Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(i) to suspend the availability of the Shelf a Registration Statement and any Prospectus may be suspended (Prospectus, subject to the "Suspension Period") without the Company incurring any obligation to pay payment of liquidated damages pursuant to Section 2(e2(b), for a period not to exceed 90 days (which need not be consecutive days) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) 12 month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover said 12-month periodsCommission. (lk) Cooperate with The Company may require each Notice Holder to facilitate furnish to the timely preparation and delivery Company a certified statement as to the number of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statementshares of Common Stock beneficially owned by such Holder and, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted if required by the Indenture Commission, the person thereof that has voting and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior dispositive control over the Shares. During any periods that the Company is unable to any sale meet its obligations hereunder with respect to the registration of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s request, any liquidated damages that are in a form eligible for deposit with The Depository Trust accruing at such time shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended, until such information is delivered to the Company. (n) Cooperate and assist in any filings r

Registration Procedures. In connection with the Company’s registration obligations of the Company under Section 2 hereofhereunder with respect to any Registration Statement, the Company shall: (a) Prepare and file with Not less than five (5) Trading Days prior to the SEC a Shelf filing of each Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or related Prospectus or any amendments amendment or supplements thereto with the SECsupplement thereto, the Company shall (i) furnish to the Initial Purchaser and counsel for the applicable Holders and for the Initial Purchaser to counsel to such Holders (or, if applicable, separate counsel for the Holders“Holder Counsel”) copies of all such documents proposed to be filed and use commercially (ii) cause the Company’s officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable efforts opinion of respective counsel, to reflect in each such document when so filed with conduct a reasonable investigation within the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days meaning of the delivery Securities Act. The Company shall not file such Registration Statement or any related Prospectus, amendments or supplements thereto to which the Holders of a majority of the Registrable Securities to be included in such copies to the Initial Purchaser and such counselregistration shall reasonably object. (bi) Prepare and file with the SEC such amendments and amendments, including post-effective amendments amendments, to each Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period in the case of a Shelf Registration Statement, and until the expiration end of the Effectiveness Periodrelated offering in the case of any other Registration Statement, and prepare and file with the SEC such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 424; (iii) respond as promptly as reasonably possible, to any comments received from the SEC with respect to any Registration Statement or any similar provisions then in force) under amendment thereto and as promptly as reasonably possible provide the Securities ActHolders and Holder Counsel true and complete copies of all correspondence from and to the SEC relating to a Registration Statement; and use commercially reasonable efforts to (iv) comply in all material respects with the provisions of the Securities Act applicable to it and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such Shelf a Registration Statement during the Effectiveness Period applicable period in accordance with the intended methods of disposition by the sellers Holders thereof set forth in such Shelf the applicable Registration Statement as so amended or in such Prospectus as so supplemented. (c) As Notify the Holders of Registrable Securities to be sold pursuant to a Registration Statement and Holder Counsel as promptly as practicable give reasonably possible, and (if requested by any such Person) confirm such notice to in writing no later than one (1) Trading Day thereafter, of any of the Notice Holders, the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) following events: (i) when the SEC notifies the Company whether there will be a “review” of any Prospectus, Prospectus supplement, Shelf Registration Statement; (ii) the SEC comments in writing on any Registration Statement or post-effective amendment (in which case the Company shall deliver to each such Holder a Shelf Registration Statement has been filed with the SEC and, with respect to a Shelf copy of such comments and of all written responses thereto); (iii) any Registration Statement or any post-effective amendment, when the same has been amendment thereto is declared effective, ; (iiiv) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, by the SEC or any other federal Federal or state governmental authority for amendments requests any amendment or supplements supplement to any Shelf a Registration Statement or related Prospectus or for requests additional information, information related thereto; (iiiv) of the issuance by the SEC or any other federal or state governmental authority of issues any stop order suspending the effectiveness of any Shelf Registration Statement or the initiation or threatening of initiates any proceedings Proceedings for that purpose, ; (ivvi) of the receipt by the Company receives notice of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening threat of any proceeding Proceeding for such purpose, ; or (vvii) after the effective date of financial statements included in any Shelf Registration Statement filed pursuant become ineligible for inclusion therein or any statement made in any Registration Statement or related Prospectus or any document incorporated or deemed to this Agreement be incorporated therein by reference is untrue in any material respect or any revision to a Registration Statement, related Prospectus or other document is required so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the occurrence of (but circumstances under which they were made, not the nature of or details concerning) a Material Event and (vi) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall applymisleading. (d) Use its commercially reasonable efforts to prevent avoid the issuance of, andof or, if issued, to obtain the withdrawal of (i) any order suspending the effectiveness of a Shelf any Registration Statement or the lifting of (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for salejurisdiction, in either case at the earliest possible practicable moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser Use its commercially reasonable efforts to obtain all other approvals, consents, exemptions or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel authorizations for the Company from such governmental agencies or authorities as may be reasonably necessary to enable the applicable Holders and for to consummate the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings disposition of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable lawRegistrable Securities. (f) As promptly as practicable furnish Furnish to each Notice Holder, counsel for the Holders applicable Holder and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial PurchaserHolder Counsel, without charge, at least one (1) conformed copy of the Shelf each Registration Statement and any each amendment thereto, ; including financial statements but excluding and schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested in writing to the Company extent requested by such Notice Holder, Person (excluding those previously furnished or incorporated by reference) promptly after the filing of such counsel or documents with the Initial Purchaser)SEC. (g) During the Effectiveness Period, Promptly deliver to each Notice Holder, counsel for the Holders applicable Holder and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration StatementHolder Counsel, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary form of prospectus) related to a Registration Statement and any each amendment or supplement thereto as such Notice Holder and the Initial Purchaser Persons may reasonably request; and the . The Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or and each amendment or supplement thereto by each Notice Holder, of the selling Holders in connection with any the offering and sale of the Registrable Securities covered by such Prospectus or and any amendment or supplement thereto in the manner set forth thereinthereto. (h) In the time and manner required by each Trading Market, if at all, (i) prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be approved for listing on each Trading Market as soon as reasonably practicable thereafter; (iii) to the extent available to the Company, provide to the Holder evidence of such listing; and (iv) maintain the listing of such Registrable Securities on each such Trading Market. (i) Prior to any public offering of the Registrable Securities pursuant to the Shelf a Registration Statement, use its commercially reasonable efforts to register or qualify or cooperate with the Notice selling Holders and Holder Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statementwriting, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer the case of a Shelf Registration Statement, and sale until the offering is completed in the case of Registrable Securities pursuant any other Registration Statement, and to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Registration Statement. (j) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Stockholders Agreement and any other agreement between the applicable Holder and the Company, of all restrictive legends, and to enable such Registrable Securities to be in the manner set forth such denominations and registered in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify such names as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subjectHolders may request. (ik) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event described in Section 5(c)(vii), as promptly as reasonably possible, prepare a supplement or the existence of any fact as amendment, including a result of which any Shelf post-effective amendment, to such a Registration Statement shall or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither such Registration Statement nor its related Prospectus will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or . (Cl) Cooperate with any due diligence investigation undertaken by the occurrence or existence Holders in connection with the sale of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) above, subject to the next sentence, as promptly as practicable, prepare and file, if necessary Registrable Securities pursuant to applicable lawa Registration Statement, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or including, without limitation, by making available any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement documents and Prospectus so that such Shelf Registration Statement does not contain any untrue statement information. (m) If Holders of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that the Company may rely on information provided by each Notice Holder with respect to such Notice Holder), as thereafter delivered to the purchasers majority of the Registrable Securities being sold thereunderoffered pursuant to a Registration Statement select underwriters (whether on a firm commitment or best efforts basis) for the offering, andthe Company shall enter into and perform its obligations under an underwriting (or similar) agreement, in usual and customary form, including, without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations. (n) In the case event of a post-effective amendment to a Shelf Registration Statementany underwritten public offering, subject to enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the next sentence, use managing underwriter of such offering. (o) Use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, obtain an opinion from the Company’s counsel and (ii) give notice to a “cold comfort” letter from the Notice Holders and counsel for Company’s independent public accountants who have certified the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented Company’s financial statements included or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such dispositionStatement, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at dated the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery effective date of such information Registration Statement (and if such registration involves an underwritten offering, dated the date of the closing under the underwriting agreement), in customary form and covering such matters as are customarily covered by such opinions and “cold comfort” letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available reasonably satisfactory to the public other than as a result of a disclosure sole or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company lead managing underwriter, if any, and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5Holders. (kp) Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement. (q) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover said 12-month periodsSEC. (lr) Cooperate with each Notice The Company shall not be required to deliver any document pursuant to any provision of this Section 5 to any Holder to facilitate the timely preparation and delivery of certificates representing that is not selling Registrable Securities sold under the applicable Registration Statement. The Company shall also not be required to deliver any document pursuant to any provision of this Section 5, other than Section 5(g), to any Holder that proposes to sell Registrable Securities with less than $500,000 in aggregate offering price to the public under the Registration Statement (based on the last sale price per Common Stock on the Trading Market on the Trading Day immediately preceding the date of the Purchaser Request or Registration Request, as the case may be). (s) The Company shall not identify any Holder as an underwriter in any public disclosure or filing with the SEC or any Trading Market without the prior written consent of such Holder. If the Company is required by law to identify a Shelf Holder as an underwriter in any public disclosure or filing with the SEC or any Trading Market, it must notify such Holder in writing in advance (the “Identification Notice”) and such Holder shall have the option, in its sole discretion, to consent to such identification as an underwriter or to elect to have its Registrable Securities be deemed Cut Back Shares solely for the purposes of such Registration Statement and removed from such Registration Statement, which certificates shall . If the Holder does not bear any restrictive legends, and cause make such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least election within five (25) Business Days prior to any sale of such Holder’s receipt of the Identification Notice, such Holder shall be deemed to have elected to have its Registrable SecuritiesSecurities be deemed to be Cut Back Shares. The Company shall not be obligated to file a new Registration Statement as a result of any such Cut Back Shares. Except as provided in this Section 5(t), any Holder being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has under this Agreement. (mt) Provide a CUSIP number for Use its commercially reasonable efforts to take all Registrable Securities covered by each Shelf Registration Statement not later than other steps necessary to expedite or facilitate the effective date registration and disposition of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Companycontemplated hereby. (n) Cooperate and assist in any filings r

Registration Procedures. In connection with the Company’s registration obligations of the Company under Section 2 hereofhereunder, the Company shall: (a) Prepare and file with the SEC Commission on or prior to the Filing Date, a Shelf Registration Statement or Shelf Registration Statements on Form S-1 S-3 (or S-3 or any other appropriate form under if the Securities Act available Company is not then eligible to register for the sale of resale the Registrable Securities by the Holders thereof on Form S-3 such Registration Statement shall be on another appropriate form in accordance with the intended Securities Act and the rules and regulations promulgated thereunder) in accordance with the method or methods of distribution thereofthereof as described on Annex A hereto (except if otherwise directed by all of the Holders), and use commercially reasonable best efforts to cause each such Shelf the Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or Prospectus or any amendments or supplements thereto with the SEC, the Company shall furnish to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) copies of all such documents proposed to be filed and use commercially reasonable efforts to reflect in each such document when so filed with the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days of the delivery of such copies to the Initial Purchaser and such counsel..  (b) Prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to each Shelf the Registration Statement as may be necessary to keep such Shelf the Registration Statement continuously effective until (subject to Section 3.1(m)) as to the expiration applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements, if necessary, in order to register for resale under the Securities Act all of the Effectiveness PeriodRegistrable Securities; cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; respond promptly to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and use commercially reasonable efforts promptly provide the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement; and comply in all material respects with the provisions of the Securities Act applicable to it and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such Shelf the Registration Statement during the Effectiveness Period applicable period in accordance with the intended methods of disposition by the sellers Holders thereof set forth in such Shelf the Registration Statement as so amended or in such Prospectus as so supplemented.. The Company shall (A) permit Legal Counsel (as defined below) to review and comment upon (i) a Registration Statement at least five (5) Business Days prior to its initial filing with the Commission and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports) within a reasonable number of days prior to their filing with the Commission, and (B) not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel reasonably objects in good faith in writing. The Company shall furnish to Legal Counsel, without charge, copies of any correspondence from the Commission or the staff of the Commission to the Company or its representatives relating to any Registration Statement.  (c) As At the time the Commission declares the Registration Statement effective, each Holder shall be named as a selling stockholder in the Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities included in the Registration Statement in accordance with applicable law, subject to the terms and conditions hereof. From and after the date the Registration Statement is declared effective, any Holder not named as a selling stockholder in the Registration Statement at the time of effectiveness may request that the Company amend or supplement the Registration Statement to include such Holder as a selling stockholder, and the Company shall, as promptly as practicable give notice to and in any event upon the Notice Holders, later of (x) ten (10) Business Days after such date or (y) ten (10) Business Days after the Initial Purchaser and counsel for the Holders and for the Initial Purchaser expiration of any Deferral Period (or, if applicable, separate counsel for the Holdersas defined in Section 3.1(m)) that is either in effect or put into effect within ten (10) Business Days of such date:  (i) when if required by applicable law, prepare and file with the Commission a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any Prospectus, document incorporated therein by reference or file with the Commission any other required document so that the Holder is named as a selling stockholder in the Registration Statement and the related Prospectus supplement, in such a manner as to permit such Holder to deliver such Prospectus to purchasers of such Holder’s Registrable Securities included in the Shelf Registration Statement in accordance with applicable law and, if the Company shall file a post-effective amendment to the Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date that is sixty (60) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 3.1(c)(i); and  (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 3.1(c)(i);  (d) Promptly notify the Holders of Registrable Securities (i)(A) when a Registration Statement, a Prospectus or any Prospectus supplement or pre- or post-effective amendment to a Shelf the Registration Statement has been filed with is filed; (B) when the SEC andCommission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and if requested by such Holders, furnish to them a copy of such comments and the Company’s responses thereto and (C) with respect to a Shelf the Registration Statement or any post-post- effective amendmentamendment filed by the Company, when the same has been declared become effective, ; (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, request by the SEC Commission or any other federal Federal or state governmental authority for amendments or supplements to any Shelf the Registration Statement or related Prospectus or for additional information, information of the Company; (iii) of the issuance by the SEC or any other federal or state governmental authority Commission of any stop order suspending the effectiveness of any Shelf the Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any proceedings Proceedings for that purpose, ; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities of the Company for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding Proceeding for such purpose, ; and (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not any event that makes any statement made in the nature of or details concerning) a Material Event and (vi) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall apply. (d) Use commercially reasonable efforts to prevent the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser Prospectus or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents document incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested untrue in writing any material respect or that requires any revisions to the Company by such Notice Holder, such counsel or the Initial Purchaser). (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and other documents so that, in the Initial Purchaser may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use case of such Prospectus or each amendment or supplement thereto by each Notice Holder, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities ActProspectus, (B) the occurrence of any event or the existence of any fact as a result of which any Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) abovemay be, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading.  (it being understood that e) Use reasonable best efforts to avoid the Company may rely on information provided by each Notice Holder with respect issuance of, and, if issued, to such Notice Holder)obtain the withdrawal of, as thereafter delivered to (i) any order suspending the purchasers effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities being sold thereunderfor sale in any U.S. jurisdiction.  (f) If requested by the Holders of a majority of the Registrable Securities, (i) promptly incorporate in a Prospectus supplement or post- effective amendment to the Registration Statement such information as such Holders reasonably request to be included therein unless the inclusion of such information would reasonably be expected to expose the Company to liability under federal and state securities laws and regulations and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment. (g) Furnish to each Holder, without charge and upon request, one conformed copy of each Registration Statement and each amendment thereto, including financial statements and schedules, and, to the extent requested by such Person, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission, provided, that the Company shall have no obligation to provide any document pursuant to this clause that is available on the Commission’s ▇▇▇▇▇ system.  (h) Promptly deliver to each Holder, without charge, not more than five (5) copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto; and the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the case offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto to the extent permitted by federal and state securities laws and regulations.  (i) Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities of the Company to be sold pursuant to a Registration Statement.  (j) Upon the occurrence of any event contemplated by Section 3.1(d)(v), as promptly as practicable prepare a supplement or amendment, including a post-effective amendment to a Shelf Registration Statementamendment, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice Registration Statement or a supplement to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of related Prospectus or any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are document incorporated or deemed to be incorporated therein by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) abovereference, and file any other required document so that, as promptly as is practicablethereafter delivered, (y) in neither the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not nor such Prospectus will contain any an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  (k) Use reasonable best efforts to cause all Registrable Securities relating to the Registration Statement to be listed on the Nasdaq Stock Market, LLC or any subsequent securities exchange, quotation system or market, if any, on which similar securities issued by the Company are then listed or traded.  (l) The Company may require each selling Holder to furnish to the Company information regarding such Holder and the distribution of such Registrable Securities as is required by law to be disclosed in the Registration Statement, and the Company may exclude from such registration the Registrable Securities of any such Holder who fails to furnish such information within fifteen (z15) days after receiving such request. (m) If (i) there is material non-public information regarding the Company which the Board reasonably determines not to be in the case Company’s best interest to disclose and which the Company is not otherwise required to disclose, or (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of clause assets (C) above, as soon as, other than in the reasonable discretion ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company which the Board reasonably determines not to be in the Company’s best interest to disclose, such suspension is no longer appropriate. The period during which then the availability Company may postpone or suspend filing or effectiveness of the Shelf a Registration Statement and any Prospectus may be suspended for a period (the "Suspension a “Deferral Period"”) without not to exceed forty-five (45) consecutive days, provided that the Company incurring any may not postpone or suspend its obligation to pay liquidated damages pursuant to under this Section 2(e3.1(m) shall not exceed thirty for more than sixty (3060) days in the aggregate in during any three month period or one hundred twenty (120) days in the aggregate in any twelve (consecutive 12) -month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that no such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated postponement or suspension by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and permitted for more than one forty-five (45) day period, arising out of the same set of facts, circumstances or transactions.  (n) The Company shall be used solely for use reasonable best efforts to register or qualify, or cooperate with the purposes Holders of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws the Registrable Securities included in the Registration Statement in connection with the filing registration or qualification of, the resale of any Shelf Registration Statement the Registrable Securities under applicable securities or “blue sky” laws of such states of the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than United States as a result of a disclosure or failure to safeguard by any such person Holder requests in writing and to do any and all other acts or (iv) things necessary or advisable to enable the offer and sale in such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply with all applicable rules and regulations jurisdictions of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover said 12-month periods. (l) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf the Registration Statement Statement; provided, however, that the Company shall not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. be required to (ni) Cooperate and assist qualify generally to do business in any filings rjurisdiction where it is not then so qualified or (ii) take any action that would subject it to general service of process or to taxation in any jurisdiction to which it is not then so subject. 

Registration Procedures. In connection with the Company's registration obligations of the Company under Section 2 hereofhereunder, the Company shall: (a) Prepare and file with Not less than three Trading Days prior to the SEC filing of a Shelf Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or related Prospectus or any amendments amendment or supplements supplement thereto with the SEC(specifically excluding any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall furnish to the Initial each Purchaser and any counsel for the Holders and for the Initial designated by any Purchaser (oreach, if applicablea "PURCHASER COUNSEL", separate counsel for the Holdersand Vertical Ventures, LLC has initially designated Proskauer Rose LLP) copies of all such documents proposed to be filed filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Purchasers and use commercially reasonable efforts each Purchaser Counsel. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to reflect in each such document when so filed with the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days which Purchasers holding a majority of the delivery of such copies to the Initial Purchaser and such counselRegistrable Securities shall reasonably object in good faith. (bi) Prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to each Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf the Registration Statement continuously effective until as to the expiration applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Effectiveness PeriodRegistrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 424; (iii) respond as promptly as reasonably possible, and in any event within 15 days, to any comments received from the Commission with respect to the Registration Statement or any similar provisions then in force) under amendment thereto and as promptly as reasonably possible provide the Securities ActPurchasers true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; and use commercially reasonable efforts to (iv) comply in all material respects with the provisions of the Securities Act applicable to it and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such Shelf the Registration Statement during the Effectiveness Period applicable period in accordance with the intended methods of disposition by the sellers Purchasers thereof set forth in such Shelf the Registration Statement as so amended or in such Prospectus as so supplemented. (c) As Notify the Purchasers of Registrable Securities to be sold and each Purchaser Counsel as promptly as practicable give reasonably possible, and (if requested by any such Person) confirm such notice to in writing no later than one Trading Day thereafter, of any of the Notice Holders, the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) following events: (i) when the Commission notifies the Company whether there will be a "review" of any Prospectus, Prospectus supplement, Shelf Registration Statement; (ii) the Commission comments in writing on any Registration Statement or post-effective amendment (in which case the Company shall deliver to each Purchaser a Shelf Registration Statement has been filed with the SEC and, with respect to a Shelf copy of such comments and of all written responses thereto); (iii) any Registration Statement or any post-effective amendment, when the same has been amendment is declared effective, ; (iiiv) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, by the SEC Commission or any other federal Federal or state governmental authority for amendments requests any amendment or supplements supplement to any Shelf Registration Statement or related Prospectus or for requests additional information, information related thereto; (iiiv) of the issuance by the SEC or any other federal or state governmental authority of Commission issues any stop order suspending the effectiveness of any Shelf Registration Statement or the initiation or threatening of initiates any proceedings Proceedings for that purpose, ; (ivvi) of the receipt by the Company receives notice of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening threat of any proceeding Proceeding for such purpose, ; or (vvii) after the effective date of financial statements included in any Shelf Registration Statement filed pursuant become ineligible for inclusion therein or any statement made in any Registration Statement or Prospectus or any document incorporated or deemed to this Agreement be incorporated therein by reference is untrue in any material respect or any revision to a Registration Statement, Prospectus or other document is required so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the occurrence of (but circumstances under which they were made, not the nature of or details concerning) a Material Event and (vi) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall applymisleading. (d) Use commercially reasonable its best efforts to prevent avoid the issuance of, andof or, if issued, to obtain the withdrawal of (i) any order suspending the effectiveness of a Shelf any Registration Statement Statement, or the lifting of (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for salejurisdiction, in either case at the earliest possible practicable moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish Furnish to each Notice Holder, counsel for the Holders Purchaser and for the Initial each Purchaser (or, if applicable, separate counsel for the Holders) and the Initial PurchaserCounsel, without charge, at least one (1) conformed copy of the Shelf each Registration Statement and any each amendment thereto, including financial statements but excluding and schedules, all documents incorporated or deemed to be incorporated therein by reference reference, and all exhibits (unless requested in writing to the Company extent requested by such Notice Holder, Person (including those previously furnished or incorporated by reference) promptly after the filing of such counsel or documents with the Initial Purchaser)Commission. (gf) During the Effectiveness Period, Promptly deliver to each Notice Holder, counsel for the Holders Purchaser and for the Initial each Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration StatementCounsel, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary form of prospectus) and any each amendment or supplement thereto as such Notice Holder and the Initial Purchaser Persons may reasonably request; and the . The Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or and each amendment or supplement thereto by each Notice Holder, of the selling Purchasers in connection with any the offering and sale of the Registrable Securities covered by such Prospectus or and any amendment or supplement thereto in thereto. (g) (i) In the time and manner set forth thereinrequired by each Trading Market, prepare and file with such Trading Market an additional shares listing application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be approved for listing on each Trading Market as soon as possible thereafter; (iii) provide to the Purchasers evidence of such listing; and (iv) maintain the listing of such Registrable Securities on each such Trading Market or another Eligible Market. (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration StatementSecurities, use commercially reasonable its best efforts to register or qualify or cooperate with the Notice Holders selling Purchasers and each applicable Purchaser Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky blue sky laws of such jurisdictions within the United States as any Notice Holder reasonably Purchaser requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statementwriting, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such the Registrable Securities in the manner set forth in the relevant Shelf covered by a Registration Statement and the related ProspectusStatement; provided provided, however, that the Company will shall not be required obligated to (i) file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction where in which it would is not otherwise be required so qualified or to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or itself to taxation in respect of doing business in any such jurisdiction where in which it is not then so otherwise subject. (i) Upon (A) Cooperate with the issuance by Purchasers to facilitate the SEC timely preparation and delivery of certificates representing Registrable Securities to be delivered to a stop order suspending the effectiveness of the Shelf transferee pursuant to a Registration Statement or the initiation of proceedings with respect Statement, which certificates shall be free, to the Shelf Registration Statement under Section 8(dextent permitted by this Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Purchasers may request. (j) or 8(e) of the Securities Act, (B) Upon the occurrence of any event described in Section 6.2(c)(vii), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the existence of any fact as a result of which any Shelf Registration Statement shall or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) above, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that the Company may rely on information provided by each Notice Holder with respect to such Notice Holder), as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover said 12-month periodsCommission. (l) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. (n) Cooperate and assist in any filings r

Registration Procedures. In connection with the Company's registration obligations of the Company under Section 2 hereofhereunder, the Company shall: (a) Prepare and file with the SEC Commission on or prior to the Filing Date, a Shelf Registration Statement or Shelf (and any additional Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof as may be required) in accordance with the intended method or methods of distribution thereofSection 2(a), and use commercially reasonable efforts to cause each such Shelf the Registration Statement to become effective and remain effective as provided herein; provided PROVIDED, HOWEVER, that before not less than five (5) Business Days prior to the filing any Shelf of the Registration Statement or any related Prospectus or any amendments amendment or supplements supplement thereto with the SEC(including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to the Initial Purchaser Holders, their Special Counsel and counsel for the Holders and for the Initial Purchaser (orany managing underwriters, if applicable, separate counsel for the Holders) copies of all such documents proposed to be filed filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, their Special Counsel and use commercially such managing underwriters, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the opinion of respective counsel to such Holders and such underwriters, to conduct a reasonable efforts to reflect in each such document when so filed with investigation within the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days meaning of the delivery Securities Act. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of such copies to a majority of the Initial Purchaser and such counselRegistrable Securities, their Special Counsel, or any managing underwriters, shall reasonably object on a timely basis. (bi) Prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to each Shelf the Registration Statement as may be necessary to keep such Shelf the Registration Statement continuously effective until as to the expiration applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Effectiveness PeriodRegistrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; (iii) respond as promptly as practicable to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and use commercially reasonable efforts promptly provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; and (iv) comply with the provisions of the Securities Act applicable to it and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such Shelf the Registration Statement during the Effectiveness Period applicable period in accordance with the intended methods of disposition by the sellers Holders thereof set forth in such Shelf the Registration Statement as so amended or in such Prospectus as so supplemented. (c) As promptly as practicable give notice to the Notice Holders, the Initial Purchaser and counsel for Notify the Holders of Registrable Securities to be sold, their Special Counsel and for any managing underwriters immediately (and, in the Initial Purchaser case of (ori)(A) below, not less than five (5) days prior to such filing) and (if applicable, separate counsel for requested by any such Person) confirm such notice in writing no later than one (1) Business Day following the Holders) day (ii)(A) when a Prospectus or any Prospectus, Prospectus supplement, Shelf Registration Statement supplement or post-effective amendment to a Shelf the Registration Statement has been filed with is proposed to be filed; (B) when the SEC and, Commission notifies the Company whether there will be a "review" of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders) and (C) with respect to a Shelf the Registration Statement or any post-effective amendment, when the same has been declared become effective, ; (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, request by the SEC Commission or any other federal Federal or state governmental authority for amendments or supplements to any Shelf the Registration Statement or related Prospectus or for additional information, ; (iii) of the issuance by the SEC or any other federal or state governmental authority Commission of any stop order suspending the effectiveness of any Shelf the Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any proceedings Proceedings for that purpose, ; (iv) if at any time any of the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated hereby ceases to be true and correct in all material respects; (v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding Proceeding for such purpose, (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not the nature of or details concerning) a Material Event ; and (vi) of the determination by occurrence of any event that makes any statement made in the Company that a post-effective amendment to a Shelf Registration Statement will or Prospectus or any document incorporated or deemed to be filed with incorporated therein by reference untrue in any material respect or that requires any revisions to the SECRegistration Statement, which notice mayProspectus or other documents so that, at in the discretion case of the Company (Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required pursuant to Section 3(i)), state that it constitutes a Suspension Noticebe stated therein or necessary to make the statements therein, in light of the circumstances under which event the provisions of Section 3(i) shall applythey were made, not misleading. (d) Use commercially reasonable its best efforts to prevent avoid the issuance of, andor, if issued, to obtain the withdrawal of (i) any order suspending the effectiveness of a Shelf the Registration Statement or the lifting of (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for salejurisdiction, in either case at the earliest possible practicable moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by any managing underwriter or the Initial Purchaser or any Notice HolderHolders of a majority in interest of the Registrable Securities to be sold in connection with an Underwritten Offering, as (i) promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf the Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the managing underwriters and such Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to reasonably agree should be included therein by applicable law and (ii) make any all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment; provided PROVIDED, HOWEVER, that the Company shall not be required to take any actions under action pursuant to this Section 3(e) thatthat would, in the written opinion of counsel for the Company, are not in compliance with violate applicable lawlaw or be materially detrimental to the business prospects of the Company. (f) As promptly as practicable furnish Furnish to each Notice Holder, counsel for the Holders their Special Counsel and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaserany managing underwriters, without charge, at least one (1) conformed copy of the Shelf each Registration Statement and any each amendment thereto, including financial statements but excluding and schedules, all documents incorporated or deemed to be incorporated therein by reference reference, and all exhibits (unless requested in writing to the Company extent reasonably requested by such Notice Holder, Person (including those previously furnished or incorporated by reference) promptly after the filing of such counsel or documents with the Initial Purchaser)Commission. (g) During the Effectiveness Period, Promptly deliver to each Notice Holder, counsel for the Holders their Special Counsel, and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statementunderwriters, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary form of prospectus) and any each amendment or supplement thereto as such Notice Holder and the Initial Purchaser Persons may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or and each amendment or supplement thereto by each Notice Holder, of the selling Holders and any underwriters in connection with any the offering and sale of the Registrable Securities covered by such Prospectus or and any amendment or supplement thereto in the manner set forth thereinthereto. (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration StatementSecurities, use commercially reasonable its best efforts to register or qualify or cooperate with the Notice Holders selling Holders, any underwriters and their Special Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably or underwriter requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statementwriting, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such the Registrable Securities in the manner set forth in the relevant Shelf covered by a Registration Statement and the related ProspectusStatement; provided PROVIDED, HOWEVER, that the Company will shall not be required to (i) qualify as a foreign corporation or as a dealer in securities generally to do business in any jurisdiction where it would is not otherwise be required then so qualified or to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits any such jurisdiction where it is not then so subject or subject the Company to taxation any material tax in any such jurisdiction where it is not then so subject. (i) Cooperate with the Holders and any managing underwriters to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to a Registration Statement, which certificates shall be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such managing underwriters or Holders may request at least three Business Days prior to any sale of Registrable Securities. (j) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event contemplated by Section 3(c)(vi), as promptly as practicable, prepare a supplement or amendment, including a post-effective amendment, to the existence of any fact as a result of which any Shelf Registration Statement shall or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or . (Ck) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate Use its best efforts to suspend the availability of the Shelf cause all Registrable Securities relating to such Registration Statement to be listed on the OTC Bulletin Board and any other securities exchange, quotation system, market or over-the-counter bulletin board, if any, on which similar securities issued by the related Prospectus Company are then listed as and when required pursuant to the Purchase Agreement. (a "Material Event"), (il) in In the case of clause (B) or (C) abovean Underwritten Offering, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference enter into such Shelf Registration Statement agreements (including an underwriting agreement in form, scope and Prospectus so that substance as is customary in Underwritten Offerings) and take all such Shelf Registration Statement does not contain other actions in connection therewith (including those reasonably requested by any untrue statement managing underwriters and the Holders of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that the Company may rely on information provided by each Notice Holder with respect to such Notice Holder), as thereafter delivered to the purchasers majority of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (iisold) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make expedite or facilitate the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders disposition of such Registrable Securities, and whether or not an underwriting agreement is entered into, (i) make such representations and warranties to such Holders and such underwriters as are customarily made by issuers to underwriters in underwritten public offerings, and confirm the same if and when requested; (ii) obtain and deliver copies thereof to each Holder and the managing underwriters, if any, of opinions of counsel to the Company and updates thereof addressed to each selling Holder and each such underwriter, in form, scope and substance reasonably satisfactory to any broker-dealerssuch managing underwriters and Special Counsel to the selling Holders covering the matters customarily covered in opinions requested in Underwritten Offerings and such other matters as may be reasonably requested by such Special Counsel and underwriters; (iii) immediately prior to the effectiveness of the Registration Statement or at the time of delivery of any Registrable Securities sold pursuant thereto (at the option of the underwriters), attorneys obtain and deliver copies to the Holders and the managing underwriters, if any, of "cold comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data is, or is required to be, included in the Registration Statement), addressed to each Person and in such form and substance as are customary in connection with Underwritten Offerings; (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable to the selling Holders and the underwriters, if any, than those set forth in Section 7 (or such other provisions and procedures acceptable to the managing underwriters, if any, and holders of a majority of Registrable Securities participating in such Underwritten Offering; and (v) deliver such documents and certificates as may be reasonably requested by the Holders of a majority of the Registrable Securities being sold, their Special Counsel and any managing underwriters to evidence the continued validity of the representations and warranties made pursuant to clause 3(l)(i) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. (m) Make available for inspection by the selling Holders, a representative of such Holders, an underwriter participating in any disposition of Registrable Securities, and an attorney or accountant retained by such Notice Holdersselling Holders or underwriters, at the offices where normally kept, during reasonable business hours, all relevant financial and other records and records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors directors, agents and employees of the Company and its subsidiaries to make available for inspection during normal business hours supply all relevant information reasonably in each case requested by such representatives for the Notice Holders, or any such broker-dealersHolder, attorneys representative, underwriter, attorney or accountants accountant in connection with such dispositionthe Registration Statement; PROVIDED, in each case as is customary for similar "due diligence" examinations; providedHOWEVER, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and determined in good faith designated by the Company in writing as to be of a confidential nature at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this AgreementPersons, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, ; (ii) disclosure of such information information, in the opinion of counsel to such Person, is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), law; (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person Person; or (iv) such information becomes available to any such person Person from a source other than the Company and such source is not known by such Person to be bound by a confidentiality agreement or is not otherwise under a duty of trust to with the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (kn) Comply with all applicable rules and regulations of the SEC Commission and make generally available to its securityholders security holders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no not later than 45 days after the end of any 12-12 month period (or 90 days after the end of any 12-12 month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf the Registration Statement, which statements statement shall cover said 12-12 month periodsperiod, or end shorter periods as is consistent with the requirements of Rule 158. (lo) Cooperate with The Company may require each Notice selling Holder to facilitate furnish to the timely preparation and delivery Company such information regarding the distribution of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities and the beneficial ownership of Common Stock held by such selling Holder as is required by law to be disclosed in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for Company may exclude from such registration the Registrable Securities that are in of any such Holder who unreasonably fails to furnish such information within a form eligible for deposit with The Depository Trust reasonable time after receiving such request. If the Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Company. , then such Holder shall have the right to require (n) Cooperate and assist in any filings rif such reference to such Holder by name or otherwise is not require

Registration Procedures. In connection with the Company’s registration obligations of the Company under Section 2 hereofhereunder, the Company shall: (a) Prepare and file with 3.1 Not less than five business days prior to the SEC a Shelf filing of each Registration Statement or Shelf Registration Statements on Form S-1 or S-3 or any other appropriate form under the Securities Act available for the sale of the Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use commercially reasonable efforts to cause each such Shelf Registration Statement to become effective and remain effective as provided herein; provided that before filing any Shelf Registration Statement or related Prospectus or any amendments amendment or supplements supplement thereto with the SEC(including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall shall, (i) furnish to the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) each Holder copies of all such documents proposed to be filed filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and use commercially (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable efforts opinion of respective counsel to reflect in each such document when so filed with conduct a reasonable investigation within the SEC such comments as the such counsel reasonably shall propose within three (3) Business Days meaning of the delivery Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than 4 business days after the Holders have been so furnished copies to the Initial Purchaser and of such counseldocuments. 3.2 (bi) Prepare and file with the SEC Commission such amendments and amendments, including post-effective amendments amendments, to each Shelf a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Shelf a Registration Statement continuously effective until as to the expiration applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Effectiveness PeriodRegistrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplementsupplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any similar provisions then in force) under amendment thereto and as promptly as reasonably possible provide the Securities ActHolders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and use commercially reasonable efforts to (iv) comply in all material respects with the provisions of the Securities Act applicable to it and the Exchange Act with respect to the disposition of all securities Registrable Securities covered by such Shelf a Registration Statement during the Effectiveness Period applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the sellers Holders thereof set forth in such Shelf Registration Statement as so amended or in such Prospectus as so supplemented. (c) As promptly as practicable give notice to the Notice Holders, the Initial Purchaser and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) (i) when any Prospectus, Prospectus supplement, Shelf Registration Statement or post-effective amendment to a Shelf Registration Statement has been filed with the SEC and, with respect to a Shelf Registration Statement or any post-effective amendment, when the same has been declared effective, (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to any Shelf Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) after the effective date of any Shelf Registration Statement filed pursuant to this Agreement of the occurrence of (but not the nature of or details concerning) a Material Event and (vi) of the determination by the Company that a post-effective amendment to a Shelf Registration Statement will be filed with the SEC, which notice may, at the discretion of the Company (or as required pursuant to Section 3(i)), state that it constitutes a Suspension Notice, in which event the provisions of Section 3(i) shall apply. (d) Use commercially reasonable efforts to prevent the issuance of, and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and provide prompt notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. (e) If requested by the Initial Purchaser or any Notice Holder, as promptly as practicable incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement such information as the Initial Purchaser, such Notice Holder or counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) shall determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 3(e) that, in the written opinion of counsel for the Company, are not in compliance with applicable law. (f) As promptly as practicable furnish to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendment thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested in writing to the Company by such Notice Holder, such counsel or the Initial Purchaser). (g) During the Effectiveness Period, deliver to each Notice Holder, counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Shelf Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder and the Initial Purchaser may reasonably request; and the Company hereby consents (except during such periods that a Suspension Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder, in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein. (h) Prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Shelf Registration Statement and the related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. (i) Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which any Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus (a "Material Event"), (i) in the case of clause (B) or (C) above, subject to the next sentence, as promptly as practicable, prepare and file, if necessary pursuant to applicable law, a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that the Company may rely on information provided by each Notice Holder with respect to such Notice Holder), as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Shelf Registration Statement, subject to the next sentence, use commercially reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders and counsel for the Holders and for the Initial Purchaser (or, if applicable, separate counsel for the Holders) that the availability of the Shelf Registration Statement is suspended (a "Suspension Notice") and, upon receipt of any Suspension Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to such Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the reasonable judgment of the Company, the Shelf Registration Statement does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) in the case of clause (C) above, as soon as, in the reasonable discretion of the Company, such suspension is no longer appropriate. The period during which the availability of the Shelf Registration Statement and any Prospectus may be suspended (the "Suspension Period") without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(e) shall not exceed thirty (30) days in the aggregate in any three month period or one hundred twenty (120) days in the aggregate in any twelve (12) month period. (j) Make available for inspection during normal business hours by representatives for the Notice Holders of such Registrable Securities, and any broker-dealers, attorneys and accountants retained by such Notice Holders, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Notice Holders, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided, however, that such persons shall, at the Company's request, first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of any Shelf Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or is not otherwise under a duty of trust to the Company, and provided that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. (k) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of a Shelf Registration Statement, which statements shall cover said 12-month periods. (l) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Shelf Registration Statement, which certificates shall not bear any restrictive legends, and cause such Registrable Securities to be in such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least (2) Business Days prior to any sale of such Registrable Securities. (m) Provide a CUSIP number for all Registrable Securities covered by each Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. (n) Cooperate and assist in any filings r