Common use of Registration Provisions Clause in Contracts

Registration Provisions. 2.1 If the Company, at any time within a period of either (a) four (4) years from the date hereof to the extent that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(c) of the Asset Purchaser Agreement or (b) five (5) years from the date hereof to the extent that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(e) of the Asset Purchase Agreement, proposes to register any of its Common Stock under the 1933 Act on any forms other than on Form S-4 or S-8, or any successor or similar forms, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), the Company shall give prompt written notice to the Vendor of its intention to effect such a registration and shall include (subject to the provisions hereof) in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business days after the receipt of the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability of the offering, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities in

Registration Provisions. 2.1 If a. Com21 shall as soon as practicable and at its own expense, but in no event later than thirty (30) days after the CompanyClosing Date, file a Registration Statement (as defined below) under the Securities Act covering the resale of all of the Common Shares and shall use its best efforts to cause such Registration Statement to be declared effective as soon as practicable, but not later than the ninetieth (90th) day following the Closing Date (the "Required Registration Date"). The obligations to have the Registration Statement declared effective and to maintain such effectiveness as provided in this Section 4 (subject to any Blackout Period that does not constitute a Blackout Violation) are referred to herein as the "Registration Requirement." Pursuant to the preceding sentence, Com21 shall register pursuant to such Registration Statement not less than the number of shares of Common Stock equal at least to the sum of (x) the Common Shares issuable under the Warrant plus (y) 2,450,000 (as of any given date, the "Registrable Number"). Com21 shall promptly amend such Registration Statement (or, if necessary, file a new Registration Statement) at any time that the number of Common Shares issued and issuable under this Agreement and the Warrant exceeds the number of shares then registered so that the Registrable Number (as determined on such date) of Common Shares shall be registered and freely tradable. b. Each Common Share is a "Covered Security" and the registration statement filed or required to be filed under the Securities Act in accordance with Section 4.a hereof is referred to as the "Registration Statement". Com21 shall provide prompt written notice to Flet▇▇▇▇ ▇▇▇n the Registration Statement has been declared effective by the SEC. c. Com21 will use its best efforts to: (A) keep the Registration Statement effective until the earlier of (x) the later of (i) the second anniversary of the issuance of the last Covered Security that may be issued, or (ii) such time as all of the Covered Securities issued or issuable to Flet▇▇▇▇ ▇▇▇ be sold by Flet▇▇▇▇ ▇▇ any of its affiliates within a three (3)-month period without compliance with the registration requirements of the Securities Act pursuant to Rule 144 under the Securities Act ("Rule 144") or (y) the date all of the Covered Securities issued or issuable shall have been sold by Flet▇▇▇▇; (▇) prepare and file with the SEC such amendments and supple ments to the Registration Statement and the prospectus used in connection with the Registration Statement (as so amended and supplemented from time to time, the "Prospectus") as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Covered Securities by Flet▇▇▇▇ ▇▇ any of its affiliates; (C) furnish such number of Prospectuses and other documents incident thereto, including any amendment of or supplement to the Prospectus, as Flet▇▇▇▇ from time to time may reasonably request; (D) cause all Covered Securities to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by Com21 are then listed or quoted; (E) provide a transfer agent and registrar for all Covered Securities and a CUSIP number for all Covered Securities; (F) otherwise comply with all applicable rules and regulations of the SEC, the NASDAQ and any other exchange or quotation service on which the Covered Securities are obligated to be listed or quoted under this Agreement; and (G) file the documents required of Com21, if any, and otherwise obtain and maintain requisite blue sky clearance in (x) New York, Delaware and all other jurisdictions in which any of the shares of Common Stock were originally sold and (y) all other states specified in writing by Flet▇▇▇▇, ▇▇ovided, however, that as to this clause (y), Com21 shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented. Flet▇▇▇▇ ▇▇▇ll have the right to approve the description of the plan of distribution and all other references to Flet▇▇▇▇ ▇▇▇tained in any Registration Statement and any Prospectus; provided, however, that Flet▇▇▇▇ ▇▇▇ll approve or reject such descriptions or references within two (2) Trading Days after being provided with the final forms of such descriptions and references, and if such approval or rejection is not given within two Trading Days, Flet▇▇▇▇ ▇▇▇ll be deemed to have given such approval. d. Com21 shall furnish to Flet▇▇▇▇ ▇▇▇n request a reasonable number of copies of a supplement to or an amendment of any Prospectus as may be necessary in order to facilitate the public sale or other disposition of all or any of the Covered Securities by Flet▇▇▇▇ ▇▇ any of its affiliates pursuant to the Registration Statement. e. With a view to making available to Flet▇▇▇▇ ▇▇▇ its affiliates the benefits of Rule 144 and Form S-3 under the Securities Act, Com21 covenants and agrees to: (A) make and keep available adequate current public information (within the meaning of Rule 144(c)) concerning Com21, until the earlier of (x) the second anniversary of the issuance of the last Covered Security to be issued or (y) such date as all of the Covered Securities shall have been resold by Flet▇▇▇▇ ▇▇ any of its affiliates; and (B) furnish to Flet▇▇▇▇ ▇▇▇n request, as long as Flet▇▇▇▇ ▇▇▇s any Covered Securities, (x) a written statement by Com21 that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of Com21, and (z) such other information as may be reasonably requested in order to avail Flet▇▇▇▇ ▇▇▇ its affiliates of Rule 144 or Form S-3 with respect to such Covered Securities. f. Notwithstanding anything else in this Section 4, if, at any time within during which a period Prospectus is required to be delivered in connection with the sale of either (a) four (4) years from any Covered Security, Com21 determines in good faith that a development has occurred or a condition exists as a result of which the date hereof Registration Statement or the Prospectus contains a material misstatement or omission, or that a material transaction in which Com21 is engaged or proposes to engage would require an amendment to the extent that Registration Statement or a supplement to the Vendor elects Prospectus and the disclosure of such transaction would be premature or injurious to receive the 2001 Final Payment consummation of the transaction, Com21 will immediately notify Flet▇▇▇▇ thereof by telephone and in writing. Upon receipt of such notification, Flet▇▇▇▇ ▇▇▇ its affiliates will immediately suspend all offers and sales of any Covered Security pursuant to the Registration Statement. In such event, Com21 will amend or supplement the Registration Statement as promptly as practicable and will use its best efforts to take such other steps as may be required to permit sales of the Covered Securities thereunder by Flet▇▇▇▇ ▇▇▇ its affiliates in accordance with applicable federal and state securities laws. Com21 will promptly notify Flet▇▇▇▇ ▇▇▇er it has determined in good faith that such sales have become permissible in such manner and will promptly deliver copies of the Registration Statement and the Prospectus (as so amended or supplemented) to Flet▇▇▇▇ ▇▇ accordance with paragraphs (c) and (d) of this Section 205(c4. Notwithstanding the foregoing, (A) under no circumstances shall Com21 be entitled to exercise its right to suspend sales of any Covered Securities pursuant to the Registration Statement more than twice in any twelve (12)-month period, (B) the period during which such sales may be suspended (each a "Blackout Period") shall not exceed thirty (30) days, and (C) no Blackout Period may commence less than thirty (30) days after the end of the preceding Blackout Period. If any Blackout Period shall exceed the duration or frequency limits set forth in clause (A), (B) or (C) (a "Blackout Violation"), then on each such occasion the number of shares issuable pursuant to the Warrant shall be increased by an amount equal to five percent (5%) of the Asset Purchaser Agreement sum of the number of outstanding Common Shares held by Flet▇▇▇▇ ▇▇ that time and the number of Common Shares then issuable pursuant to the Warrant at that time. If the Blackout Violation continues for more than thirty (30) days beyond the first day of the Blackout Violation, or (b) if a second Blackout Violation occurs before the first anniversary of the first day of the original Blackout Violation, then the number of shares issuable pursuant to the Warrant shall again be increased by an amount equal to five percent (5) years from the date hereof to the extent that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(e%) of the Asset Purchase sum of the number of outstanding Common Shares held by Flet▇▇▇▇ at that time and the number of Common Shares then issuable pursuant to the Warrant at that time, provided that not more than one such additional increase shall take effect in any twelve (12)-month period and provided further that a Blackout Violation that continues on the anniversary of the first day of such Blackout Violation shall be treated as a new Blackout Violation hereunder. The provisions of this section shall be in addition to any other remedies that may be available to Flet▇▇▇▇ ▇▇▇er law or under this Agreement. Upon the commencement of a Blackout Period pursuant to this Section 4, proposes Flet▇▇▇▇ ▇▇▇l notify Com21 of any contract to register sell, assign, deliver or otherwise transfer any Covered Security (each a "Sales Contract") that Flet▇▇▇▇ ▇▇ any of its Common Stock under affiliates has entered into prior to the 1933 Act commencement of such Blackout Period and that would require delivery of such Covered Securities during such Blackout Period, which notice will contain the aggregate sale price and volume of Covered Securities pursuant to such Sales Contract. Upon receipt of such notice, Com21 will notify Flet▇▇▇▇ ▇▇ the close of business on any forms other than on Form S-4 the next Trading Day of its election either (i) to terminate the Blackout Period and, as promptly as practicable, amend or S-8supplement the Registration Statement or the Prospectus in order to correct the material misstatement or omission and deliver to Flet▇▇▇▇ ▇▇▇ies of such amended or supplemented Registration Statement and Prospectus in accordance with paragraphs (c) and (d) of this Section 4, or (ii) to continue the Black out Period in accordance with this paragraph. If Com21 elects to continue the Blackout Period (and, in any successor or similar formscase, if a Blackout Violation occurs), and Flet▇▇▇▇ or any of its affiliates are therefore unable to consummate the registration form sale of Covered Securities pursuant to be used may be used for the registration of Registrable Sales Contract (such unsold Covered Securities (a being the "Piggyback RegistrationUnsold Securities"), Com21 will promptly indemnify each Flet▇▇▇▇ ▇▇▇emnified Party (as such term is defined in Section 17(a) below) against any Proceeding (as such term is defined in Section 17(a) below) that each Flet▇▇▇▇ ▇▇▇emnified Party may incur arising out of or in connection with Flet▇▇▇▇'▇ ▇▇▇ach or alleged breach of any such Sales Contract, and Com21 shall reimburse each Flet▇▇▇▇ ▇▇▇emnified Party for any reasonable costs or expenses (includ ing reasonable legal fees) incurred by such party in investigating or defending any such Proceeding (collectively, the Company "Indemnification Amount"); provided, however, that the Indemnification Amount shall give prompt written notice be reduced by an amount equal to the Vendor number of Unsold Securities multiplied by the positive difference, if any, between (x) the actual per share price received by Flet▇▇▇▇ ▇▇ any of its intention to effect affiliates upon the sale of the Unsold Securities (if such a registration sale occurs within three Trading Days of the end of the Blackout Period) or the closing sale price of the Common Stock on NASDAQ or other national securities exchange on which the Common Stock is then listed on the third Trading Day after the end of the Blackout Period (if the unsold Securities are not sold by Flet▇▇▇▇ ▇▇ any of its affiliates within three Trading Days of the end of the Blackout Period) and shall include (subject to y) the provisions hereof) per share sales price for the Unsold Securities provided in such registration all Registrable Securities Sales Contract. g. In addition to any other remedies available to Flet▇▇▇▇ under this Agreement, if the Registration Statement has not been declared effective by the Required Registration Date or such Registration Statement is not available with respect to which the Company has received written requests for inclusion therein within 10 business days after the receipt of the Company's notice. 2.2 If all Covered Securities (except during a Piggyback Registration is an underwritten primary distribution registration on behalf of the CompanyBlackout Period or a Blackout Violation), and the managing underwriters advise the Company in writing that, in their opinion, then the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable shares issuable pursuant to the Company or without adversely affecting the marketability Warrant shall be increased by an amount equal to five percent (5%) of the offering, the Company shall include in such distribution or registration all or a portion sum of the following securities in the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds outstanding Common Shares held by Flet▇▇▇▇ ▇▇ that time and the number which can be sold in an orderly manner in such offering within a price range acceptable of Common Shares then issuable pursuant to the holders initially requesting Warrant at that time for each month (or portion thereof), compounded monthly, that such distribution Registration Statement shall not have been declared effective or registration, the Company shall include in such registration Registration Statement is not available with respect to all Covered Securities (except during a Blackout Period or distribution securities ina Blackout Violation).

Registration Provisions. 2.1 If The registration rights granted under Sections 3.1 are subject to the Company, at any time within a period of either following provisions: (a) four if the Company shall have previously effected and maintained effective for at least six months (4or such lesser period as shall have been necessary for the sale of all of the securities proposed to be sold in connection therewith) years from the date hereof a registration with respect to the extent that the Vendor elects to receive the 2001 Final Payment Eligible Securities pursuant to Section 205(c) of the Asset Purchaser Agreement or (b) five (5) years from the date hereof to the extent that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(e) of the Asset Purchase Agreement, proposes to register any of its Common Stock under the 1933 Act on any forms other than on Form S-4 or S-8, or any successor or similar forms, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration")Article 4 hereof, the Company shall give prompt written notice not be required to file a registration pursuant to this Article 3 until a period of one hundred eighty (180) days shall have elapsed from the earlier of six months from the effective date of the most recent previous registration or the sale of all of the Eligible Securities covered by such registration; (b) if, upon receipt of a registration request pursuant to this Article 3, the Company is advised in writing (with a copy to the Vendor holders of its intention Eligible Securities) by a nationally recognized independent investment banking firm selected by the Company to effect act as lead underwriter in connection with a public offering of securities by the Company that, in such firm's opinion, a registration at the time and shall include on the terms requested would materially adversely affect another public offering of securities by the Company (subject other than an offering in connection with employee benefit and similar plans) (a "Company Offering") that had been contemplated by the Company prior to the provisions hereof) in such registration all Registrable Securities with respect to which notice by a holder of Eligible Securities, the Company has received written requests for inclusion therein within 10 business shall not be required to file a registration pursuant to this Article 3 until the earliest of (i) 120 days after the receipt completion of such Company Offering, (ii) the termination of any "black out" period, if any, required by the underwriters to be applicable to a holder of Eligible Securities in connection with such Company Offering and agreed to in writing by such holder, (iii) promptly after abandonment of such Company Offering; (c) if, while a registration request is pending pursuant to Article 3, the Company determines in the good faith judgment of the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf Board of Directors of the Company, and with the managing underwriters advise advice of counsel, that the Company in writing that, in their opinionfiling of a registration statement would require the disclosure of non-public material information, the number disclosure of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within would have a price range acceptable to material adverse effect on the Company or without would otherwise adversely affecting the marketability of the offeringaffect a material financing, acquisition, disposition, merger or other comparable transaction, the Company shall include deliver a certificate to such effect signed by its President or any Vice President to the holder of Eligible Securities requesting registration and the Company shall not be required to file a registration pursuant to this Article 3 until the date upon which such material information is disclosed to the public or ceases to be material, but in such distribution or no event shall the filing of a registration all or a portion statement be postponed pursuant to this Article 3.2(c) for more than ninety (90) days from the date of the following securities in the following priority to the extent that the managing underwriters deem advisablecertificate referenced herein; and (id) first, the securities the Company proposes shall not be required to sell; (ii) second, those securities granted effect more than one registration pursuant to any party or parties which obtained or subsequently obtain piggyback rights superior this Article 3. In order to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is count as an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or "effected" registration, the Company registration statement with respect thereto shall include in such registration or distribution securities innot have been withdrawn and shall have remained effective for a period of at least nine months.

Registration Provisions. 2.1 If (a) The Company shall use its commercially reasonable efforts to, as promptly as practicable and in any event not later than 5:00 p.m. Eastern Time on April 25, 2011, and at its own expense, file a Registration Statement (as defined below) under the CompanySecurities Act covering the resale of all of the Common Shares and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective. Pursuant to the preceding sentence, the Company shall register pursuant to such Registration Statement not less than Six Million (6,000,000) shares of Common Stock (the "Registrable Amount"). The Company shall provide prompt written notice to Purchaser if the SEC elects to review any Registration Statement. The Company shall promptly amend each such Registration Statement (or, if necessary, file a new Registration Statement) at any time within a period of either (a) four (4) years from the date hereof to the extent that the Vendor elects to receive number of Common Shares issued and issuable under the 2001 Final Payment pursuant to Section 205(cWarrant exceeds eighty percent (80%) of the Asset number of shares then registered pursuant to such Registration Statement so that the Registrable Amount (as determined on such date) of Common Shares shall be registered and freely tradable. The Company shall provide Purchaser Agreement with two (2) Business Days to review and comment on any Registration Statement or amendment thereto prior to filing, and the Company shall not file any Registration Statement that Purchaser reasonably objects to. (b) five (5Any registration statement filed or required to be filed under the Securities Act in accordance with Section 6(a) years from hereof, along with any amendments and additional registration statements, is referred to collectively as the date hereof "Registration Statement". The Company shall file any Registration Statement on Form S-3, if available, otherwise on another available form and in the meantime use its commercially reasonable efforts to file such Registration Statement on Form S-3 as soon as it is available to the extent that Company. The Company shall provide prompt written notice to Purchaser when the Vendor elects Registration Statement has been declared effective by the SEC. (c) The Company will: (A) use its commercially reasonable efforts to receive keep the 2002 Final Payment pursuant to Section 2.05(eRegistration Statement effective until the earlier of (x) the later of (i) the first anniversary of the Asset Purchase Agreementissuance of the last Common Share that may be issued under the Warrant, proposes to register or (ii) such time as all of the Common Shares issued or issuable upon exercise of the Warrant can be sold by Purchaser or any of its affiliates immediately without compliance with the registration requirements of the Securities Act pursuant to Rule 144 under the Securities Act ("Rule 144") and (y) the date all of the Common Shares issued or issuable upon exercise of the Warrant shall have been sold by Purchaser and its affiliates (such later period, the "Registration Period"); (B) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement (as so amended and supplemented from time to time, the "Prospectus") as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Common Shares by Purchaser or any of its affiliates with the prior written approval of Purchaser and incorporate all such information relating to the plan of distribution as Purchaser may reasonably request, and to use its commercially reasonable efforts to cause such amendment or supplements to the Registration Statement and the Prospectus to be declared effective as soon as practicable after filing; (C) furnish such number of Prospectuses and other documents incident thereto, including any amendment of or supplement to the Prospectus, including all exhibits and financial statements, as Purchaser from time to time may reasonably request; (D) cause all Common Shares to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (E) provide a transfer agent and registrar for all Common Shares and a CUSIP number for all Common Shares; (F) otherwise comply in all material respects with all applicable rules and regulations of the SEC, the OTC and any other exchange or quotation service on which the Common Shares are obligated to be listed or quoted under this Agreement; and (G) file the documents required of the Company and otherwise obtain and maintain requisite blue sky clearance in (x) New York and all other jurisdictions in which any of the shares of Common Stock under the 1933 Act on any forms were originally sold and (y) all other than on Form S-4 or S-8states specified in writing by Purchaser, or any successor or similar formsprovided, and the registration form however, that as to be used may be used for the registration of Registrable Securities this clause (a "Piggyback Registration"y), the Company shall give prompt written notice not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented. Purchaser shall have the right to approve the description of the selling stockholder, plan of distribution and all other references to Purchaser and its affiliates contained in each Registration Statement and Prospectus. (d) The Company shall furnish to Purchaser upon request a reasonable number of copies of a supplement to or an amendment of any Prospectus as may be necessary in order to facilitate the public sale or other disposition of all or any of the Common Shares by Purchaser or any of its affiliates pursuant to the Vendor Registration Statement. (e) With a view to making available to Purchaser and its affiliates the benefits of Rule 144 and Form S-3 under the Securities Act, the Company covenants and agrees to: (A) make and keep available adequate current public information (within the meaning of Rule 144(c)) concerning the Company, until the earlier of (x) the first (1st) anniversary of the issuance of the last Common Share to be issued under the Warrant and (y) such date as all of the Common Shares issued or issuable upon exercise of the Warrant shall have been resold by Purchaser or any of its intention affiliates; and (B) furnish to effect such Purchaser upon request, as long as Purchaser owns any Common Shares, (x) a registration and shall include (subject to the provisions hereof) in such registration all Registrable Securities with respect to which written statement by the Company that it has received written requests for inclusion therein within 10 business days after complied with the receipt reporting requirements of the Company's notice. 2.2 If Securities Act and the Exchange Act, (y) a Piggyback Registration is an underwritten primary distribution registration on behalf copy of the most recent annual or quarterly report of the Company, and the managing underwriters advise the Company (z) such other information as may be reasonably requested in writing thatorder to avail Purchaser and its affiliates of Rule 144 or Form S-3 with respect to such Common Shares. (f) Notwithstanding anything else in this Section 6, in their opinionif, the number of securities requested at any time during which a Prospectus is required to be included delivered in such distribution or registration exceeds connection with the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability sale of the offeringany Common Share, the Company shall include determines in such distribution or registration all good faith and upon the advice of its outside counsel that a development has occurred or a portion condition exists as a result of which the following securities in Registration Statement or the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party Prospectus contains a material misstatement or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registrationomission, the Company shall include will immediately notify Purchaser thereof by telephone and in writing. Upon receipt of such notification, Purchaser and its affiliates will immediately suspend all offers and sales of any Common Shares pursuant to the Registration Statement. In such event, the Company will amend or supplement the Registration Statement and the Prospectus or make such filings or public disclosures as promptly as practicable and will take such other steps as may be required to permit sales of the Common Shares thereunder by Purchaser and its affiliates in accordance with applicable federal and state securities laws. The Company will promptly notify Purchaser after it has determined in good faith that such sales have become permissible in such registration manner and will promptly deliver copies of the Registration Statement and the Prospectus (as so amended or distribution securities insupplemented, if applicable) to Purchaser in accordance with paragraphs (c) and (d) of this Section 6. Notwithstanding the foregoing, unless otherwise required by applicable law, (A) under no circumstances shall the Company be entitled to exercise its right to suspend sales of any Common Shares as provided in this Section 6(f) and pursuant to the Registration Statement more than twice in any twelve (12) month period, (B) the period during which such sales may be suspended (each a "Blackout Period") at any time shall not exceed thirty (30) calendar days, and (C) no Blackout Period may commence less than thirty (30) calendar days after the end of the preceding Blackout Period.

Registration Provisions. 2.1 If 3.1 The Company shall file the Company, at any time within a period of either (a) four (4) years from the date hereof Registration Statement with respect to the extent that the Vendor elects Registerable Securities on or prior to receive the 2001 Final Payment pursuant to Section 205(c) of the Asset Purchaser Agreement or (b) five (5) years from the date hereof to the extent that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(e) of the Asset Purchase AgreementMarch 31, proposes to register any of its Common Stock under the 1933 Act on any forms other than on Form S-4 or S-82000, or any successor or similar forms, and the registration form to be used may be used for the registration of Registrable the Registerable Securities pursuant to Section 2.1 and use its best efforts to cause such Registration Statement relating to the Registerable Securities to become effective as promptly thereafter as possible and keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (a i) the date upon which the Shareholder has sold all of its Registerable Securities, and (ii) the date which is three (3) years after the effective date of the Registration Statement (the "Piggyback RegistrationRegistration Period"). 3.2 The Company shall promptly prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registerable Securities of the Company covered by the Registration Statement (as such securities may be split, reverse split or otherwise changed from time to time and in order to give full effect to any stock dividends or similar transactions applicable to the Registerable Securities). 3.3 The Company shall furnish to the Shareholder without charge promptly after the same is prepared and filed with the SEC at least ten (10) copies of the Registration Statement and any amendment thereto, including financial statements and schedules, all documents incorporated therein by reference, all exhibits and the prospectus(es) included in such Registration Statement. 3.4 The Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registerable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Shareholder of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose. 3.5 The Company shall hold in confidence and not make any disclosure of information concerning the Shareholder provided to the Company unless in the opinion of its legal counsel (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning the Shareholder is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Vendor Shareholder and allow the Shareholder, at the Shareholder's expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information. 3.6 The Company shall cooperate with the Shareholder so as to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registerable Securities. 3.7 The Company shall otherwise use its intention commercially reasonable efforts to effect comply with all applicable rules and regulations of the SEC in connection with any registration hereunder. 3.8 The Company shall furnish, without charge, to the Shareholder such number of Prospectuses and other documents incident thereto as the Shareholder from time to time reasonably requests in writing in order to facilitate the disposition of the Registerable Securities in accordance with the plan of disposition set forth for the Shareholder in the Registration Statement of which such Prospectus forms a part. 3.9 The Company shall use its best efforts, concurrently with the filing of a Registration Statement with the SEC, to register or qualify the Registerable Securities included in such Registration Statement for sale under the securities or "blue sky" laws of such number of state securities commissions as the Shareholder may reasonably request (not to exceed 10 states), except that IMSC shall not be required in connection therewith to execute a general consent to service of process or to qualify to do business in any state. The Company shall only be responsible for the expenses associated with "blue sky" registration in up to 10 states and the Shareholder shall be solely responsible and shall include indemnify the Company for all expenses associated with registration in any additional states. 3.10 The Company shall notify the Shareholder promptly and (subject if requested by the Shareholder) confirm such notice in writing (i) when a Registration Statement or post-effective amendment to the provisions hereof) in such registration all Registrable Securities a Registration Statement has been filed, and, with respect to which a Registration Statement or any post-effective amendment thereto, when the Company same has received written requests for inclusion therein within 10 business days after the receipt of the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Companybecome effective, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability of the offering, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) secondof the issuance or threat of issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) thirdof the receipt by IMSC of any notification with respect to the suspension or threat of suspension of the qualification of any of the Registerable Securities for sale in any state in which such sale has previously been qualified or the initiation of any proceeding for such purpose, or (iv) of the occurrence of any event which makes any statement made in the Registration Statement, the Registrable Securities Prospectus or any document incorporated therein by reference untrue or which requires any revisions to the Registration Statement or Prospectus so that they do 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. 3.11 The Company shall, upon the occurrence of any event referred to in Section 3.10(ii) or (iv) above, use its best efforts to promptly prepare a post-effective amendment to the applicable Registration Statement or supplement to the related Prospectus so that, as thereafter delivered to the purchasers of the Vendor requested Registerable Securities being sold thereunder, such Prospectus does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. 3.12 The Company shall make reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or suspending the qualification of the Registerable Securities for sale in any state where they have previously been qualified. 3.13 The Company shall cause all such Registerable Securities to be included in such registration, pro rata with the applicable listed on each securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration exchange on behalf of holders of the Company's which similar securities or securities convertible into the Company's securities, and the managing underwriters advise issued by the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities inare then listed.

Registration Provisions. 2.1 If the Company, at any time within a period of either (a) four Champion shall at its own expense and as soon as practicable, but in no event later than three (43) years from Business Days after and excluding the earlier of (a) any Subsequent Closing Date or the date hereof to the extent that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(c) on which Fletcher waives any of the Asset Purchaser Agreement Fletcher Rights if (i) after such date ther▇ ▇▇▇ ▇▇ additional Fletche▇ ▇▇▇▇▇▇ outstanding and unexercised by Fletcher and (ii) the C▇▇▇▇▇▇ ▇hall have consummated the first stage o▇ ▇▇▇ ▇▇ansaction described in Schedule 4(p) hereto(1) or shall have decided to abandon such transaction, or (b) five (5) years from the date hereof to the extent that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(e) of expiration of the Asset Purchase Agreement, proposes to register any of its Common Stock under the 1933 Act on any forms other than on Form S-4 or S-8, or any successor or similar forms, and the registration form Fletcher Rights Period (such earlier date to be used may be used for referred to as the registration of Registrable Securities (a "Piggyback RegistrationRi▇▇▇▇ ▇▇▇pletion Date"), the Company shall give prompt written notice to the Vendor of its intention to effect such file a registration statement (the "Required Registration Statement")) under the Securities Act covering the resale of all of the Initial Common Shares (as defined below) and any Additional Common Shares (as defined below) and shall include use its best efforts to cause such Required Registration Statement to be declared effective as soon as practicable and in all events no later than ninety (subject to the provisions hereof90) in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business calendar days after the receipt of the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Companyfollowing, and including, the managing underwriters advise Rights Completion Date (the Company "Required Registration Date"). The obligations to have such Required Registration Statement declared effective and to maintain such effectiveness as provided in writing that, in their opinion, this Section 5 are referred to herein as the "Registration Requirement." Champion shall register pursuant to such Required Registration Statement not less than the number of securities requested shares of Common Stock equal to 1.5 times the total number of Common Shares issued or issuable for which such Required Registration Statement is filed, whether upon exercise, conversion or redemption, within the year following the Required Registration Date or otherwise on an as-converted basis as of such date (the "Registrable (1) Schedule 4(p) shall describe the notes offering in stages. The first stage shall be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability completion of the offering, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights144A placement. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities in

Registration Provisions. 2.1 If (a) Euronet shall as soon as practicable and at its own expense, but in no event later than December 21, 2003, file a Registration Statement (as defined below) under the CompanySecurities Act covering the resale of all of the Common Shares and shall use its best efforts to cause such Registration Statement to be declared effective as soon as practicable, but not later than February 18, 2004 (or, in the event that the SEC elects to review such Registration Statement, March 19, 2004) (such date, as the case may be, the "Required Registration Date"). The obligations to have the Registration Statement declared effective and to maintain such effectiveness with respect to at least the Registrable Number (as defined below) as provided in this Section 4 (subject to any Blackout Period that does not constitute a Blackout Violation, in each case, as defined below) are referred to herein as the "Registration Requirement." Pursuant to the preceding sentence, Euronet shall initially register pursuant to such Registration Statement four million, forty-two thousand, eight hundred and eighty-nine (4,042,889) shares of Common Stock, representing fourteen and ninety-nine one-hundredths percent (14.99%) of the shares of Common Stock outstanding as of the date of this Agreement before the issuance of the Initial Shares (the "Original Number"). (b) Each Common Share is a "Covered Security" and the registration statement filed or required to be filed under the Securities Act in accordance with Section 4(a) hereof, together with all amendments and supplements thereto and any replacement registration statement with respect to the Covered Securities, is referred to as the "Registration Statement." Euronet shall provide prompt written notice to Fletcher when the Registration Statement has been declared ▇▇▇▇▇▇▇▇e by the SEC. (c) Euronet will use its best efforts to: (i) keep the Registration Statement effective until the earlier of (A) the later of (1) the second anniversary of the issuance of the last Covered Security that may be issued, or (2) such time as all of the Covered Securities issued or issuable to Fletcher can be sold by Fletcher or any of its affiliates w▇▇▇▇▇ ▇ three-month peri▇▇ ▇▇▇▇▇ut compliance with the registration requirements of the Securities Act pursuant to Rule 144 under the Securities Act ("Rule 144") or (B) the date all of the Covered Securities issued or issuable shall have been sold by Fletcher and its affiliates (such later period, the "Regist▇▇▇▇▇▇ ▇eriod"); (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement (as so amended and supplemented from time to time, the "Prospectus") as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Covered Securities by Fletcher or any of its affiliates; (iii) furnish such numbe▇ ▇▇ ▇▇▇spectuses and other documents incident thereto, including any amendment of or supplement to the Prospectus, as Fletcher from time to time may reasonably request; (iv) cause all ▇overed Securities to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by Euronet are then listed or quoted; (v) provide a transfer agent and registrar for all Covered Securities and a CUSIP number for all Covered Securities; (vi) otherwise comply with all applicable rules and regulations of the SEC, the Nasdaq and any other exchange or quotation service on which the Covered Securities are obligated to be listed or quoted under this Agreement; and (vii) file the documents required of Euronet and otherwise obtain and maintain requisite blue sky clearance in (x) New York and all other jurisdictions in which any of the Covered Securities were originally sold and (y) all other states specified in writing by Fletcher, provided, however, that as to this clause (y), Eu▇▇▇▇▇ ▇▇all not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented. Fletcher shall have the right to approve the description of ▇▇▇ ▇▇▇ling stockholder, plan of distribution and all other references to Fletcher and its affiliates contained in any Registration S▇▇▇▇▇▇▇▇ and any Prospectus; provided, however, that Fletcher shall approve, or modify to Fletcher's reasonable ▇▇▇▇▇▇▇▇tion, such descriptions and r▇▇▇▇▇▇▇▇▇ within two (2) Business Days after and excluding the date on which Fletcher is provided with the final forms of such descripti▇▇▇ ▇▇▇ references, and if such approval or modification is not given to Euronet within such two (2) Business Day period, Fletcher shall be deemed to have given its approval. (▇) ▇▇▇onet shall furnish to Fletcher upon request a reasonable number of copies of a su▇▇▇▇▇▇▇▇ to or an amendment of any Prospectus as may be necessary in order to facilitate the public sale or other disposition of all or any of the Covered Securities by Fletcher or any of its affiliates pursuant to the Registrat▇▇▇ ▇▇▇▇ement. (e) With a view to making available to Fletcher and its affiliates the benefits of Rule 144 and Fo▇▇ ▇-▇ ▇nder the Securities Act, Euronet covenants and agrees to: (i) make and keep available adequate current public information (within the meaning of Rule 144(c)) concerning Euronet during the Registration Period; and (ii) furnish to Fletcher upon request, as long as Fletcher owns any Covered ▇▇▇▇▇▇▇ies, (A) a written stateme▇▇ ▇▇ ▇▇ronet that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the most recent annual or quarterly report of Euronet and (C) such other information as may be reasonably requested in order to avail Fletcher and its affiliates of Rule 144 or Form S-3 with respect to such Covered Securities. (f) Notwithstanding anything else in this Section 4, if, at any time within during which a period Prospectus is required to be delivered in connection with the sale of either (a) four (4) years from any Covered Security, Euronet determines in good faith and upon advice of counsel that a development has occurred or a condition exists as a result of which the date hereof Registration Statement or the Prospectus contains a material misstatement or omission, or that a material transaction in which Euronet is engaged or proposes to engage would require an immediate amendment to the extent that Registration Statement, a supplement to the Vendor elects Prospectus or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be premature or injurious to receive the 2001 Final Payment consummation of the transaction, Euronet will promptly notify Fletcher thereof by telephone and in writing. Upon receipt ▇▇ ▇▇▇▇ notification, Fletcher and its affiliates will immediately suspend all of▇▇▇▇ ▇▇▇ sales of any Covered Security pursuant to Section 205(cthe Registration Statement. In such event, Euronet will amend or supplement the Registration Statement and the Prospectus or make such filings or public disclosures as promptly as practicable and will use its best efforts to take such other steps as may be required to permit sales of the Covered Securities thereunder by Fletcher and its affiliates in accordance with applicable f▇▇▇▇▇▇ ▇nd state securities laws. Euronet will promptly notify Fletcher after it has determined in good faith that such sales ▇▇▇▇ become permissible in such manner and will promptly deliver copies of the Registration Statement and the Prospectus (as so amended or supplemented, if applicable) to Fletcher in accordance with paragraphs (c) and (d) of this ▇▇▇▇▇▇▇ 4. Notwithstanding the Asset Purchaser Agreement or (b) five (5) years from the date hereof to the extent that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(e) of the Asset Purchase Agreementforegoing, proposes to register any of its Common Stock under the 1933 Act on any forms other than on Form S-4 or S-8, or any successor or similar forms, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), the Company shall give prompt written notice to the Vendor of its intention to effect such a registration and shall include (subject to the provisions hereof) in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business days after the receipt of the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability of the offering, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority to the extent that the managing underwriters deem advisable; (i) firstunder no circumstances shall Euronet be entitled to exercise its right to suspend sales of any Covered Securities pursuant to the Registration Statement more than twice in any twelve (12)-month period, the securities the Company proposes to sell; (ii) secondthe period during which such sales may be suspended (each, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; a "Blackout Period") shall not exceed thirty (30) days and (iii) thirdno Blackout Period may commence less than thirty (30) days after the end of the preceding Blackout Period. If the Registration Requirement is not satisfied at any time, or if any Blackout Period shall exceed the duration or frequency limits set forth in clause (i), (ii) or (iii) (a "Blackout Violation"), then for each month or portion thereof in which the Registration Requirement is not satisfied or a Blackout Violation occurs or continues, the Registrable Securities Additional Investment Amount shall be increased by an amount equal to five percent (5%) of the Vendor requested to Initial Investment, which increase shall be included in such registration, pro rata with simple until two (2) months after the applicable securities of any party or parties holding piggyback rights equal to Required Registration Date and shall be compounded monthly from and after the rights of third (3rd) month following the Vendor and is exercising such rights. 2.3 If a Piggyback Required Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securitiesDate, and the managing underwriters advise Additional Investment Rights evidenced by the Company Certificate shall therefore become exercisable for additional shares of Common Stock at the Additional Investment Price (as defined in writing the Certificate) up to such amount. The provisions of this section shall be in addition to any other remedies that may be available to Fletcher under law or under this Agreement or the Certifica▇▇. (g) Promptly after the commencement of a Blackout Period pursuant to this Section 4, Fletcher will notify Euronet of any contract to sell, assig▇, ▇▇▇▇▇er or otherwise transfer any Covered Security (each a "Sales Contract") that Fletcher or any of its affiliates has entered into prior to ▇▇▇ ▇▇▇mencement of such Blackout Period and that would require delivery of such Covered Securities during such Blackout Period, which notice will contain the aggregate sale price and quantity of Covered Securities pursuant to such Sales Contract. Within two (2) Business Days of receipt of such notice, Euronet will notify Fletcher of its election either to (i) terminate the Blackout Period and, as promptly as practicable, amend or supplement the Registration Statement or the Prospectus in their opinion order to correct the number material misstatement or omission and deliver to Fletcher copies of securities requested such amended or supplemented Registratio▇ ▇▇▇▇▇▇ent and Prospectus in accordance with paragraphs (c) and (d) of this Section 4, or (ii) continue the Blackout Period in accordance with this paragraph. If Euronet elects to be included in such distribution continue the Blackout Period (or registration exceeds Euronet elects to terminate the number which can be sold in an orderly manner in such offering within a price range acceptable Blackout Period, but the Blackout Period is not terminated before the latest date that Fletcher may consummate the transaction contemplated by the ▇▇▇▇▇ ▇ontract), and if Fletcher or any of its affiliates are therefore unable to c▇▇▇▇▇▇▇▇e the sale of Covered Securities pursuant to the holders initially requesting Sales Contract (such distribution unsold Covered Securities being the "Unsold Securities"), Euronet will promptly indemnify each Fletcher Indemnified Party (as such term is defined in Sect▇▇▇ ▇▇(▇) below) against any Proceeding (as such term is defined in Section 16(a) below) that each Fletcher Indemnified Party may incur arising out of or registrationin c▇▇▇▇▇▇▇▇n with Fletcher's breach or alleged breach of any such Sales Contr▇▇▇, ▇▇▇ ▇uronet shall reimburse each Fletcher Indemnified Party for any reasonable costs or expenses (▇▇cluding reasonable legal fees) incurred by such party in investigating or defending any such Proceeding. The purpose of the indemnities set forth in this Section 4(g) shall be to make the Fletcher Indemnified Parties whole for all losses, costs and expenses related to such Blackout Period, and the calculation of any indemnification payment under this Section 4(g) shall take into account all relevant factors, including (i) any cash payment made to any Person to terminate or modify such Sales Contract, (ii) the cost of covering by purchasing or borrowing Common Stock or other securities to deliver pursuant to such Sales Contract, (iii) the expected net benefit to Fletcher of delivering the Unsold Securities pursuant to th▇ ▇▇▇▇▇ Contract and (iv) Fletcher's mitigation of losses resulting from sales of the ▇▇▇▇▇▇ ▇▇curities after the Blackout Period. If Euronet elects to terminate the Blackout Period, Fletcher shall use reasonable efforts to extend the consumm▇▇▇▇▇ ▇▇te of such Sales Contract until after such Blackout Period ends; provided, however, that Fletcher shall not be required to take any action with respect to ▇uch Sales Contract that would have a negative financial effect on Fletcher. (h) If the Registration Requirement is not satisfied ▇▇ ▇▇▇ point in time during the Registration Period, or if a Blackout Violation occurs, then the Additional Investment Term (as defined in the Certificate) shall be extended by one day for each day (or portion thereof) that the Registration Requirement shall not have been satisfied or the Blackout Violation shall exist, as the case may be. In each instance in which the Additional Investment Amount is increased pursuant to this Section 4, the Company Additional Investment Term shall include be extended such that Fletcher shall have no less than ninety (90) Business Days to ▇▇▇▇▇ise the Additional Investment Rights, in such registration whole or distribution securities inin part, after the Registration Statement is effective or reinstated or the Blackout Violation ceases to exist, as the case may be.

Registration Provisions. 2.1 If the Company, at any time within a period of either (a) four The Company shall, not later than the earlier of (4i) years from 5:00 p.m. Eastern Time on the date hereof First Closing Date, (ii) 5:00 p.m. Eastern Time on the Second Closing Date, and (iii) 5:00 p.m. Eastern Time on December 12, 2008, and at its own expense, file a Registration Statement (as defined below) under the Securities Act covering the resale of up to Eleven Million Eight Hundred Eighteen Thousand Nine Hundred Forty Nine (11,818,949) shares of Common Stock (the extent "Registrable Number") issuable under the Warrant and this Agreement, other than the shares issuable in any Closing that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(c) has not occurred as of the Asset Purchaser Agreement time of filing such Registration Statement. With respect to each Closing that occurs after the first Registration Statement has been filed, the Company shall, not later than 5:00 p.m. on the Closing Date of such Closing, file a new Registration Statement so as to register the resale of the shares of Common Stock issued on such Closing Date. The Company shall use its best efforts to cause the first Registration Statement to be declared effective on or prior to December 29, 2008 and any subsequent Registration Statement to be declared effective on or prior to January 26, 2009 (each such date, as applicable, the "Required Registration Date"). (b) five The Company shall provide prompt written notice to ▇▇▇▇▇▇▇▇ if the SEC elects to review any Registration Statement. The obligations to have any Registration Statement declared effective and to maintain such effectiveness as provided in this Section 5 are referred to herein as the "Registration Requirement." The Company shall provide ▇▇▇▇▇▇▇▇ with two (52) years from Business Days to review and comment on any Registration Statement or amendment thereto prior to filing, and the date hereof Company shall not file any Registration Statement that ▇▇▇▇▇▇▇▇ reasonably objects to. (c) Any registration statement filed or required to be filed under the Securities Act in accordance with Section 5(a) hereof, along with any amendments and additional registration statements, is referred to collectively as the "Registration Statement". The Company shall file any Registration Statement on Form S-3, if available, otherwise on another available form and in the meantime use its best efforts to file such Registration Statement on Form S-3 as soon as it is available to the extent that Company. 11 The Company shall provide prompt written notice to ▇▇▇▇▇▇▇▇ when the Vendor elects Registration Statement has been declared effective by the SEC. (d) The Company will: (A) use its best efforts to receive keep the 2002 Final Payment pursuant to Section 2.05(eRegistration Statement effective until the earlier of (x) the later of (i) the first anniversary of the Asset Purchase Agreementissuance of the last Common Share that may be issued, proposes to register or (ii) such time as all of the Common Shares issued or issuable can be sold by ▇▇▇▇▇▇▇▇ or any of its affiliates immediately without compliance with the registration requirements of the Securities Act pursuant to Rule 144 under the Securities Act ("Rule 144") and (y) the date all of the Common Shares issued or issuable shall have been sold by ▇▇▇▇▇▇▇▇ and its affiliates (such later period, the "Registration Period"); (B) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement (as so amended and supplemented from time to time, the "Prospectus") as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Common Shares by ▇▇▇▇▇▇▇▇ or any of its affiliates with the prior written approval of ▇▇▇▇▇▇▇▇ and incorporate all such information relating to the plan of distribution as ▇▇▇▇▇▇▇▇ may reasonably request, and to use its best efforts to cause such amendment or supplements to the Registration Statement and the Prospectus to be declared effective as soon as practicable after filing; (C) furnish such number of Prospectuses and other documents incident thereto, including any amendment of or supplement to the Prospectus, including all exhibits and financial statements, as ▇▇▇▇▇▇▇▇ from time to time may reasonably request; (D) cause all Common Shares to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (E) provide a transfer agent and registrar for all Common Shares and a CUSIP number for all Common Shares; (F) otherwise comply with all applicable rules and regulations of the SEC, FINRA, the NYSE and any other exchange or quotation service on which the Common Shares are obligated to be listed or quoted under this Agreement; and (G) file the documents required of the Company and otherwise obtain and maintain requisite blue sky clearance in (x) New York and all other jurisdictions in which any of the shares of Common Stock under the 1933 Act on any forms were originally sold and (y) all other than on Form S-4 or S-8states specified in writing by ▇▇▇▇▇▇▇▇, or any successor or similar formsprovided, and the registration form however, that as to be used may be used for the registration of Registrable Securities this clause (a "Piggyback Registration"y), the Company shall give prompt written notice not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented. ▇▇▇▇▇▇▇▇ shall have the right to approve the description of the selling stockholder, plan of distribution and all other references to ▇▇▇▇▇▇▇▇ and its affiliates contained in each Registration Statement and Prospectus. (e) The Company shall furnish to ▇▇▇▇▇▇▇▇ upon request a reasonable number of copies of a supplement to or an amendment of any Prospectus as may be necessary in order to facilitate the public sale or other disposition of all or any of the Common Shares by ▇▇▇▇▇▇▇▇ or any of its affiliates pursuant to the Vendor Registration Statement. (f) With a view to making available to ▇▇▇▇▇▇▇▇ and its affiliates the benefits of Rule 144 and Form S-3 under the Securities Act, the Company covenants and agrees to: (A) make and keep available adequate current public information (within the meaning of Rule 144(c)) concerning the Company, until the earlier of (x) the first (1st) anniversary of the issuance of the last Common Share to be issued and (y) such date as all of the Common Shares shall have been resold by ▇▇▇▇▇▇▇▇ or any of its intention affiliates; and (B) furnish to effect such ▇▇▇▇▇▇▇▇ upon request, as long as ▇▇▇▇▇▇▇▇ owns any Common Shares, (x) a registration and shall include (subject to the provisions hereof) in such registration all Registrable Securities with respect to which written statement by the Company that it has received written requests for inclusion therein within 10 business days after complied with the receipt reporting requirements of the Company's notice. 2.2 If Securities Act and the Exchange Act, (y) a Piggyback Registration is an underwritten primary distribution registration on behalf copy of the most recent annual or quarterly report of the Company, and the managing underwriters advise the Company (z) such other information as may be reasonably requested in writing thatorder to avail ▇▇▇▇▇▇▇▇ and its affiliates of Rule 144 or Form S-3 with respect to such Common Shares. (g) Notwithstanding anything else in this Section 5, in their opinionif, the number of securities requested at any time during which a Prospectus is required to be included delivered in such distribution or registration exceeds connection with the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability sale of the offeringany Common Share, the Company shall include determines in good faith and upon the advice of its outside counsel that a development has occurred or a condition exists as a result of which the Registration Statement or the Prospectus contains a material misstatement or omission, or that a material transaction in which the Company is engaged or proposes to engage would require an immediate amendment to the Registration Statement, a supplement to the Prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be premature or injurious to the consummation of the transaction, the Company will immediately notify ▇▇▇▇▇▇▇▇ thereof by telephone and in writing. Upon receipt of such notification, ▇▇▇▇▇▇▇▇ and its affiliates will immediately suspend all offers and sales of any Common Shares pursuant to the Registration Statement. In such event, the Company will amend or supplement the Registration Statement and the Prospectus or make such filings or public disclosures as promptly as practicable and will take such other steps as may be required to permit sales of the Common Shares thereunder by ▇▇▇▇▇▇▇▇ and its affiliates in accordance with applicable federal and state securities laws. The Company will promptly notify ▇▇▇▇▇▇▇▇ after it has determined in good faith that such sales have become permissible in such distribution or registration all or a portion manner and will promptly deliver copies of the following securities Registration Statement and the Prospectus (as so amended or supplemented, if applicable) to ▇▇▇▇▇▇▇▇ in accordance with paragraphs (c) and (d) of this Section 5. Notwithstanding the following priority foregoing, (A) under no circumstances shall the Company be entitled to exercise its right to suspend sales of any Common Shares as provided in this Section 5(f) and pursuant to the extent Registration Statement more than twice in any twelve (12) month period, (B) the period during which such sales may be suspended (each a "Blackout Period") at any time shall not exceed thirty (30) calendar days, and (C) no Blackout Period may commence less than thirty (30) calendar days after the end of the preceding Blackout Period. (h) Upon the commencement of a Blackout Period pursuant to this Section 5, ▇▇▇▇▇▇▇▇ will notify the Company of any contract to sell, assign, deliver or otherwise transfer any Common Share (each a "Sales Contract") that ▇▇▇▇▇▇▇▇ or any of its affiliates has entered into prior to the managing underwriters deem advisable; commencement of such Blackout Period and that would require delivery of such Common Shares during such Blackout Period, which notice will contain the aggregate sale price and quantity of Common Shares pursuant to such Sales Contract. Upon receipt of such notice, the Company will immediately notify ▇▇▇▇▇▇▇▇ of its election either to (i) firstterminate the Blackout Period and, as promptly as practicable, amend or supplement the securities Registration Statement or the Company proposes Prospectus in order to sell; correct the material misstatement or omission and deliver to ▇▇▇▇▇▇▇▇ copies of each amended or supplemented Registration Statement and Prospectus in accordance with paragraphs (c) and (d) of this Section 5, or (ii) secondcontinue the Blackout Period in accordance with this paragraph. If the Company elects to continue the Blackout Period (or the Company elects to terminate the Blackout Period, those securities granted but the Blackout Period is not terminated before the latest date that ▇▇▇▇▇▇▇▇ may consummate the transaction contemplated by the Sales Contract), and ▇▇▇▇▇▇▇▇ or any of its affiliates are therefore unable to consummate the sale of Common Shares pursuant to the Sales Contract, the Company will promptly indemnify each ▇▇▇▇▇▇▇▇ Indemnified Party (as such term is defined in Section 17(a) below) against any Proceeding (as such term is defined in Section 17(a) below) that each ▇▇▇▇▇▇▇▇ Indemnified Party may incur arising out of or in connection with ▇▇▇▇▇▇▇▇'▇ breach or alleged breach of any such Sales Contract, and the Company shall reimburse each ▇▇▇▇▇▇▇▇ Indemnified Party for any reasonable costs or expenses (including legal fees) incurred by such party in investigating or defending any such Proceeding. (i) In addition to any party other remedies available to ▇▇▇▇▇▇▇▇ under this Agreement or parties at law or equity, if any Registration Statement has not been declared effective by the Required Registration Date or such Registration Statement is not available with respect to all Common Shares at any time on or after the Required Registration Date (except during a Blackout Period permitted under Section 5(f)) (each, a "Registration Failure") the Company shall, on the last Business Day of each calendar month in which obtained a Registration Failure occurs or subsequently obtain piggyback rights superior remains ongoing, cause to be wire transferred to an account specified by ▇▇▇▇▇▇▇▇ an amount, in immediately available United States funds, equal to one percent (1%) of the amounts paid by ▇▇▇▇▇▇▇▇ under this Agreement and the Warrant (including amounts deemed to have been paid pursuant to the Vendor and is exercising such rights; and Warrant's "Net Basis Settlement" provisions), provided, however that the total amount of payments pursuant to this Section 5(h) shall not exceed ten percent (iii10%) third, the Registrable Securities of the Vendor requested amounts paid by ▇▇▇▇▇▇▇▇ under this Agreement and the Warrant (including amounts deemed to be included in have been paid pursuant to the Warrant's "Net Basis Settlement" provisions). (j) The Company shall not grant any right of registration under the Securities Act relating to any of its securities to any Person other than ▇▇▇▇▇▇▇▇ if such registration, pro rata rights conflict with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights▇▇▇▇▇▇▇▇ under this Agreement. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities in

Registration Provisions. 2.1 If (a) Cal Dive shall, as soon as practicable and at its own expense, but in no event later than sixty (60) calendar days after, and including, the Companydate hereof, file a Registration Statement (as defined below) under the Securities Act covering the resale of all of the Common Shares and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective on or prior to one hundred and twenty-one (121) calendar days following, and including, the date hereof (the "Required Registration Date"). The obligations to have the Registration Statement declared effective and to maintain such effectiveness as provided in this Section 5 are referred to herein as the "Registration Requirement." Pursuant to the preceding sentence, Cal Dive shall register pursuant to such Registration Statement not less than the number of shares of Common Stock equal to seven million, four hundred eighty-six thousand, nine hundred seven (7,486,907) (the "Registrable Number"). Cal Dive shall promptly amend such Registration Statement (or, if necessary, file a new Registration Statement) at any time that the number of Common Shares issued and issuable under this Agreement, the Certificate of Rights and Preferences and Subsequent Certificates of Rights and Preferences exceeds the Registrable Number (as determined on such date) so that all such Common Shares shall be registered and freely tradable. (b) Each Common Share is a "Covered Security" and the registration statement filed or required to be filed under the Securities Act in accordance with Section 5(a) hereof, along with any amendments and additional registration statements, is referred to as the "Registration Statement". Cal Dive shall provide prompt written notice to Fletcher when the Registration Statement has been declared effe▇▇▇▇▇ ▇▇ the SEC. (c) Cal Dive will: (A) use its commercially reasonable efforts to keep the Registration Statement effective until the earlier of (x) the later of (i) the second anniversary of the issuance of the last Covered Security that may be issued, or (ii) such time as all of the Covered Securities issued or issuable hereunder can be sold by Fletcher or any of its affiliates immediately without complianc▇ ▇▇▇▇ ▇he registration requirements of the Securities Act pursuant to Rule 144 under the Securities Act ("Rule 144") and (y) the date all of the Covered Securities issued or issuable shall have been sold by Fletcher and its affiliates (such later period, the "Registrati▇▇ ▇▇▇▇▇d"); (B) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement (as so amended and supplemented from time to time, the "Prospectus") as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Covered Securities by Fletcher or any of its affiliates; (C) furnish such number of P▇▇▇▇▇▇▇▇ses and other documents incident thereto, including any amendment of or supplement to the Prospectus, as Fletcher from time to time may reasonably request; (D) cause al▇ ▇▇▇▇▇▇d Securities to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by Cal Dive are then listed or quoted; (E) provide a transfer agent and registrar for all Covered Securities and a CUSIP number for all Covered Securities; (F) otherwise comply with all applicable rules and regulations of the SEC, the Nasdaq NMS and any other exchange or quotation service on which the Covered Securities are obligated to be listed or quoted under this Agreement; and (G) file the documents required of Cal Dive and otherwise obtain and maintain requisite blue sky clearance in (x) New York and all other jurisdictions in which any of the shares of Common Stock were originally sold and (y) all other states specified in writing by Fletcher, provided, however, that as to this clause (y), Cal Di▇▇ ▇▇▇▇▇ not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented. Fletcher shall have the right to approve the description of the sell▇▇▇ shareholder, plan of distribution and all other references to Fletcher and its affiliates contained in each Registration Stat▇▇▇▇▇ ▇▇d Prospectus. (d) Cal Dive shall furnish to Fletcher upon request a reasonable number of copies of a supple▇▇▇▇ ▇▇ or an amendment of any Prospectus as may be necessary in order to facilitate the public sale or other disposition of all or any of the Covered Securities by Fletcher or any of its affiliates pursuant to the Registration ▇▇▇▇▇▇▇▇t. (e) With a view to making available to Fletcher and its affiliates the benefits of Rule 144 and Form S-▇ ▇▇▇▇▇ the Securities Act, Cal Dive covenants and agrees to: (A) make and keep available adequate current public information (within the meaning of Rule 144(c)) concerning Cal Dive, until the earlier of (x) the second (2nd) anniversary of the issuance of the last Covered Security to be issued and (y) such date as all of the Covered Securities shall have been resold by Fletcher or any of its affiliates; and (B) furnish to Fletcher ▇▇▇▇ ▇▇▇uest, as long as Fletcher owns any Covered Sec▇▇▇▇▇▇▇, (x) a written statement by Cal ▇▇▇▇ that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of Cal Dive, and (z) such other information as may be reasonably requested in order to avail Fletcher and its affiliates of Rule 144 or Form S-3 with respec▇ ▇▇ ▇▇▇h Covered Securities. (f) Notwithstanding anything else in this Section 5, if, at any time within during which a period Prospectus is required to be delivered in connection with the sale of either (a) four (4) years from any Covered Security, Cal Dive determines in good faith and upon the date hereof advice of its outside counsel that a development has occurred or a condition exists as a result of which the Registration Statement or the Prospectus contains a material misstatement or omission, or that a material transaction in which Cal Dive is engaged or proposes to engage would require an immediate amendment to the extent Registration Statement, a supplement to the Prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be premature or injurious to the consummation of the transaction, Cal Dive will immediately notify Fletcher thereof by telephone and in writing. Upon receipt of s▇▇▇ ▇▇▇▇fication, Fletcher and its affiliates will immediately suspend all offers ▇▇▇ ▇▇▇es of any Covered Security pursuant to the Registration Statement. In such event, Cal Dive will amend or supplement the Registration Statement and the Prospectus or make such filings or public disclosures as promptly as practicable and will take such other steps as may be required to permit sales of the Covered Securities thereunder by Fletcher and its affiliates in accordance with applicable feder▇▇ ▇▇▇ ▇tate securities laws. Cal Dive will promptly notify Fletcher after it has determined in good faith that such sales ▇▇▇▇ ▇▇▇ome permissible in such manner and will promptly deliver copies of the Registration Statement and the Prospectus (as so amended or supplemented, if applicable) to Fletcher in accordance with paragraphs (c) and (d) of this Sect▇▇▇ ▇. ▇otwithstanding the foregoing, (A) under no circumstances shall Cal Dive be entitled to exercise its right to suspend sales of any Covered Securities as provided in this Section 5(f) and pursuant to the Registration Statement more than twice in any twelve (12) month period, (B) the period during which such sales may be suspended (each a "Blackout Period") at any time shall not exceed thirty (30) calendar days, and (C) no Blackout Period may commence less than thirty (30) calendar days after the end of the preceding Blackout Period. (g) Upon the commencement of a Blackout Period pursuant to this Section 5, Fletcher will notify Cal Dive of any contract to sell, assign, ▇▇▇▇▇▇▇ or otherwise transfer any Covered Security (each a "Sales Contract") that Fletcher or any of its affiliates has entered into prior to the ▇▇▇▇▇▇▇ement of such Blackout Period and that would require delivery of such Covered Securities during such Blackout Period, which notice will contain the aggregate sale price and quantity of Covered Securities pursuant to such Sales Contract. If Fletcher or any of its affiliates are therefore unable to consu▇▇▇▇▇ ▇▇e sale of Covered Securities pursuant to the Sales Contract, Cal Dive will promptly indemnify each Fletcher Indemnified Party (as such term is defined in Section ▇▇(▇) ▇▇low) against any Proceeding (as such term is defined in Section 17(a) below) that each Fletcher Indemnified Party may incur arising out of or in conne▇▇▇▇▇ ▇▇th Fletcher's breach or alleged breach of any such Sales Contract, ▇▇▇ ▇▇▇ ▇ive shall reimburse each Fletcher Indemnified Party for any reasonable costs or expenses (▇▇▇▇▇▇ing legal fees) incurred by such party in investigating or defending any such Proceeding. (h) In addition to any other remedies available to Fletcher under this Agreement or at law or equity, if the Regis▇▇▇▇▇▇▇ Statement has not been declared effective by the Required Registration Date or such Registration Statement is not available with respect to all Covered Securities at any time on or after the Required Registration Date (except during a Blackout Period permitted under Section 5(f)) Cal Dive shall cause to be wire transferred to an account specified by Fletcher on the last Business Day of each month an amount, in i▇▇▇▇▇▇▇▇ly available United States funds, equal to: 1 15% x ND x SV Where: ND= the number of days in such month that the Vendor elects Registration Statement has not been declared effective by the Required Registration Date or such Registration Statement is not available with respect to receive shares of Covered Securities that may not otherwise be sold by Fletcher or any of its affiliates immediately pu▇▇▇▇▇▇ ▇o Rule 144 without compliance with the 2001 Final Payment pursuant to Section 205(cregistration requirements of the Securities Act ("Non-Rule 144 Stock"); and SV= the aggregate Stated Value (as defined in the Certificate of Rights and Preferences and all Subsequent Certificates of Rights and Preferences) of the Asset Purchaser Agreement or (b) five (5) years from the date hereof to the extent that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(e) average number of shares of Non-Rule 144 Stock issued and outstanding on each of the Asset Purchase Agreement, proposes to register any of its Common Stock under the 1933 Act on any forms other than on Form S-4 or S-8, or any successor or similar forms, and the registration form to be used may be used for the registration of Registrable Securities (a days included in "Piggyback Registration"), the Company shall give prompt written notice to the Vendor of its intention to effect such a registration and shall include (subject to the provisions hereof) in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business days after the receipt of the Company's noticeND" above. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability of the offering, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority to the extent that the managing underwriters deem advisable; (i) first, If the securities Registration Requirement is not satisfied at any point in time during the Company proposes to sell; Registration Period then the Fletcher Rights Period shall be extended by one (ii1) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to day for eac▇ ▇▇▇ (▇r portion thereof) that the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rightsRegistration Requirement shall have not been satisfied. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities in

Registration Provisions. 2.1 If (a) Champion shall, as soon as practicable and at its own expense, but in no event later than twenty (20) calendar days after, and including, the CompanyInitial Closing Date, file a Registration Statement (as defined below) under the Securities Act covering the resale of all of the Common Shares and shall use its best efforts to cause such Registration Statement to be declared effective on or prior to one hundred and fifteen (115) calendar days following, and including, the Initial Closing Date (the "Required Registration Date") and shall promptly amend such Registration Statement or file an additional Registration Statement from time to time if the maximum number of Common Shares issued or issuable upon conversion of the Series B Preferred Shares is greater than the number of Common Shares registered pursuant to such Registration Statement. The obligations to have the Registration Statement declared effective and to maintain such effectiveness as provided in this Section 5 are referred to herein as the "Registration Requirement." Pursuant to the preceding sentence, Champion shall register pursuant to such Registration Statement not less than the number of shares of Common Stock equal to 1.5 times the total number of Common Shares issued or issuable under this Agreement (including all shares issued or issuable under the Series B Preferred Shares, whether upon conversion or redemption) within the year following such date or otherwise on an as-converted basis as of such date (the "Registrable Number"). Champion shall promptly amend such Registration Statement (or, if necessary, file a new Registration Statement) at any time within a period of either (a) four (4) years from the date hereof to the extent that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(cnumber of Common Shares issued and issuable under this Agreement exceeds eighty percent (80%) of the Asset Purchaser Agreement or number of shares then registered so that the Registrable Number (as determined on such date) of Common Shares shall be registered and freely tradable. (b) five (5) years from the date hereof to the extent that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(e) of the Asset Purchase Agreement, proposes to register any of its Each Common Stock under the 1933 Act on any forms other than on Form S-4 or S-8, or any successor or similar forms, Share is a "Covered Security" and the registration form statement filed or required to be used may be used for filed under the Securities Act in accordance with Section 5(a) hereof, along with any amendments and additional registration of Registrable Securities (a statements, is referred to as the "Piggyback RegistrationRegistration Statement"), the Company . Champion shall give provide prompt written notice to Flet▇▇▇▇ ▇▇▇n the Vendor Registration Statement has been declared effective by the SEC. (c) Champion will use its best efforts to: (A) keep the Registration Statement effective until the earlier of (x) the later of (i) the second anniversary of the issuance of the last Covered Security that may be issued, or (ii) such time as all of the Covered Securities issued or issuable to Flet▇▇▇▇ ▇▇▇ be sold by Flet▇▇▇▇ ▇▇ any of its intention affiliates within a three (3)-month period without compliance with the registration requirements of the Securities Act pursuant to effect Rule 144 under the Securities Act ("Rule 144") or (y) the date all of the Covered Securities issued or issuable shall have been sold by Flet▇▇▇▇ (▇▇ch later period, the "Registration Period"); (B) prepare and file with the SEC such a registration amendments and shall include (subject supplements to the Registration Statement and the prospectus used in connection with the Registration Statement (as so amended and supplemented from time to time, the "Prospectus") as may be necessary to comply with the provisions hereof) in such registration all Registrable of the Securities Act with respect to which the Company has received written requests for inclusion therein within 10 business days after the receipt disposition of the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf all Covered Securities by Flet▇▇▇▇ ▇▇ any of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the its affiliates; (C) furnish such number of securities requested to be included in such distribution Prospectuses and other documents incident thereto, including any amendment of or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable supplement to the Company or without adversely affecting the marketability of the offeringProspectus, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority as Flet▇▇▇▇ ▇▇▇m time to the extent that the managing underwriters deem advisabletime may reasonably request; (iD) first, the securities the Company proposes cause all Covered Securities to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities inbe

Registration Provisions. 2.1 If the Company(a) If, at any time within a period after the Closing Date, there is any determination of either (a) four (4) years from the date hereof application of, or change in, any law or regulation relating to the extent that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(c) issuance and resale of the Asset Purchaser Agreement Initial Preferred Shares, the Option Preferred Shares or (b) five (5) years from the date hereof Converted Stock, including any interpretation or revision by the SEC or action by the United States government relating to the extent that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(e) of the Asset Purchase Agreement, proposes to register any of its Common Stock under the 1933 Act on any forms other than on Form S-4 or S-8, Regulation S or any successor or similar formsrevision to Regulation S, and such determination, change, interpretation, successor provision or revision imposes a Restricted Period applicable to any security issued or issuable hereunder that is greater than that in effect on the registration form date of this Agreement, or would materially impair the ability of ▇▇▇▇▇▇▇▇ or any of its affiliates to offer, sell or otherwise dispose of any such security pursuant to Regulation S as contemplated hereby, or requires any such offer, sale or other disposition to be used may be used for registered under the registration Securities Act, then upon the written request of Registrable Securities ▇▇▇▇▇▇▇▇ (a "Piggyback RegistrationRegistration Request") made in good faith after consultation with counsel, Informix shall, as promptly as practicable and in any event no later than (i) 30 calendar days thereafter if Informix is eligible to use Form S-3 or (ii) 45 calendar days thereafter if Informix is not eligible to use Form S-3 and at its own expense, file a registration statement on an appropriate form of the SEC (the "Registration Statement") (which Registration Statement shall be filed on Form S-3, if available) under the Securities Act covering the sale or resale of all shares of Converted Stock (each a "Covered Security") and shall use its best efforts to cause such Registration Statement to be declared effective as promptly as practicable following its filing; provided that ▇▇▇▇▇▇▇▇ shall have provided such information and cooperation in connection therewith as Informix may reasonably request. Informix shall amend the Registration Statement from time to time upon the request of ▇▇▇▇▇▇▇▇ if the maximum number of shares of Common Stock issuable upon conversion of the Initial Preferred Shares and any Option Preferred Shares that have been issued or may be issuable to ▇▇▇▇▇▇▇▇ is greater than the number of shares of Common Stock registered pursuant to such Registration Statement; provided that ▇▇▇▇▇▇▇▇ shall have provided such information and cooperation in connection therewith as Informix may reasonably request. Upon the effectiveness of such Registration Statement (A) Informix shall issue such securities to ▇▇▇▇▇▇▇▇ in accordance with the terms hereof and (B) the provisions of Sections 3(1), (m) and (o) and (p), 4(e), (f), (g), (h), (i) and (j), 5(a), (b), (c) and (d), 6 (a) (collectively, the "Specified Provisions"), the Company shall give prompt written notice 8(a) and (b) (to the Vendor of its intention to effect such a registration and shall include (subject extent applicable to the provisions hereofSpecified Provisions), 9(b), (c) in such registration all Registrable Securities and (d) (to the extent applicable to the Specified Provisions) shall thereafter be of no force and effect with respect to which the Company has received written requests for inclusion therein within 10 business days after the receipt issuance of the Company's noticesuch Covered Securities. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability of the offering, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities in

Registration Provisions. 2.1 (i) If the CompanyCompany receives a written request from any Holder for the Registration of all or a portion of its Registrable Securities, at any time within a period of either the Company shall (a) four (4) years from the date hereof to the extent that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(c) promptly give written notice of the Asset Purchaser Agreement or proposed Registration to all other Holders, and (b) five as soon as reasonably practicable, use its reasonable best efforts to (5A) years from prepare and file with the Commission a Registration Statement covering the resale of the Registrable Securities specified in the request (together with any Registrable Securities requested by the other Holders in writing to be included in such Registration within fifteen (15) days after the Company’s delivery of its written notice) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, and (B) cause such Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date hereof that all Registrable Securities covered by such Registration Statement (i) have been sold thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, as determined by the counsel to the extent that the Vendor elects to receive the 2002 Final Payment Company pursuant to a written opinion letter to such effect, addressed and acceptable to the transfer agent (or the depositary for ADSs) and the affected Holders. Registrations under this Section 2.05(e2.1 shall be on such appropriate registration form as shall be reasonably determined by the Company for the disposition of such Registrable Securities in the manner specified in the Holders’ request for such Registration. (ii) Notwithstanding the registration obligations set forth in Section 2.1(i) of this Schedule II, if the Asset Purchase AgreementCommission informs the Company that all of the Registrable Securities cannot, proposes as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such form available to register any of its Common Stock under for resale the 1933 Act on any forms other than on Form S-4 or S-8Registrable Securities as a secondary offering; provided, or any successor or similar formshowever, and that prior to filing such amendment, the registration form Company shall be obligated to be used may be used use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (iii) Notwithstanding any other provision of the Agreement, if the Commission or any SEC Guidance sets forth a "Piggyback limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise agreed in writing by the Company and a Holder as to such Holder’s Registrable Securities, the Company may exclude the Registrable Securities requested to be Registered, prior to the exclusion of any Equity Securities of the Company held by Persons requesting inclusion of such Equity Securities in such Registration pursuant to the Existing Shareholders Agreement or the Existing Registration Rights Agreements, and after excluding all other Equity Securities from the Registration"), so long as the number of Registrable Securities to be included in such Registration is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included. In the event of a cutback hereunder, the Company shall give prompt the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the Vendor of its intention to effect such a registration and shall include (subject to the provisions hereof) in such registration all Registrable Securities with respect to which event the Company has received written requests for inclusion therein within 10 business days after amends the receipt of initial Registration Statement in accordance with the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Companyforegoing, and the managing underwriters advise the Company in writing thatwill use its reasonable best efforts to file with the Commission, in their opinion, the number of securities requested to be included in such distribution as promptly as allowed by Commission or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable SEC Guidance provided to the Company or without adversely affecting the marketability to registrants of the offering, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority general, one or more registration statements on Form F-3 or Form S-3 or such other form available to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, register for resale those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of that were not registered for resale on the Vendor requested to be included in such registrationinitial Registration Statement, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rightsas amended. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities in

Registration Provisions. 2.1 If With respect to each registration pursuant to this Agreement: (a) Notwithstanding anything herein to the contrary, the Company shall not be required to include in any registration any of the Registrable Shares owned by a Registering Stockholder (1) if the Company shall deliver to the Registering Stockholder an opinion, satisfactory in form, scope and substance to the Registering Stockholder and addressed to the Registering Stockholder by legal counsel satisfactory to the Registering Stockholder, to the effect that the distribution of such Registrable Shares proposed by the Registering Stockholder is exempt from registration under the Securities Act and all applicable state securities laws or (2) if such Registering Stockholder or any underwriter of such Registrable Shares shall fail to furnish to the Company the information in respect of the distribution of the shares that may be required under this Agreement to be furnished by the Registering Stockholder or the underwriter to the Company. (b) The Company shall make available for inspection by each Registering Stockholder participating in the registration, each underwriter of Transaction Registrable Shares owned by the Registering Stockholder and their respective accountants, counsel and other representatives all financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility in connection with each registration of Transaction Registrable Shares owned by the Registering Stockholder, and shall cause the Company's officers, directors and employees to supply all information reasonably requested by any such person in connection with such registration; PROVIDED that records and documents which the Company determines, in good faith, after consultation with counsel for the Company and counsel for the Registering Stockholder or underwriter, as the case may be, to be confidential and which it notifies such persons are confidential shall not be disclosed to them, except in each case to the extent that (1) the disclosure of such records or documents is necessary to avoid or correct a misstatement or omission in the Registration Statement, (2) the disclosure of such records or documents to an agency, bureau, commission, court, department, official, political subdivision or other instrumentality of any government, whether federal, state, county or local, domestic or foreign (each, a "GOVERNMENTAL BODY") having jurisdiction over such person is necessary or appropriate or (3) the disclosure of such records or documents may otherwise be required by applicable laws, rules, regulations, ordinances, judgments, rulings, orders, awards, recommendation or other official action of any Governmental Body having jurisdiction over such person. Each Registering Stockholder shall, after determining that disclosure of any records or documents may be necessary or advisable in the circumstances referenced in the proviso to the preceding sentence, give notice to the Company, and allow the Company, at the Company's expense, to undertake appropriate action and to prevent disclosure of any time within a period such records or documents deemed confidential. (c) Each Registering Stockholder shall furnish, and shall cause each underwriter of either (a) four (4) years from Transaction Registrable Shares owned by the date hereof Registering Stockholder to be distributed pursuant to the extent registration to furnish, to the Company in writing promptly upon the request of the Company the additional information regarding the Registering Stockholder or the underwriter, the contemplated distribution of the Transaction Registrable Shares and the other information regarding the proposed distribution by the Registering Stockholder and the underwriter that shall be required in connection with the Vendor elects proposed distribution by the applicable securities laws of the United States of America and the states thereof in which the Transaction Registrable Shares are contemplated to receive be distributed. The information furnished by any Registering Stockholder or any underwriter shall be certified by the 2001 Final Payment Registering Stockholder or the underwriter, as the case may be, and shall be stated to be specifically for use in connection with the registration. (d) The Company shall prepare and file with the Securities and Exchange Commission the Registration Statement, including the Prospectus, and each amendment thereof or supplement thereto, under the Securities Act and as required under any applicable state securities laws, on the form that is then required or available for use by the Company to permit each Registering Stockholder, upon the effective date of the Registration Statement, to use the Prospectus in connection with the contemplated distribution by the Registering Stockholder of the Transaction Registrable Shares requested to be so registered. A registration pursuant to Section 205(c1 shall be effected pursuant to Rule 415 (or any similar provision then in force) under the Securities Act if the manner of distribution contemplated by the Registering Stockholder shall include an offering on a delayed or continuous basis. The Company shall furnish to each Registering Stockholder drafts of the Asset Purchaser Agreement Registration Statement and the Prospectus and each amendment thereof or (b) five (5) years from the date hereof supplement thereto for its timely review prior to the extent that filing thereof with the Vendor elects Securities and Exchange Commission. If any Registration Statement refers to receive any Registering Stockholder by name or otherwise as the 2002 Final Payment pursuant to Section 2.05(e) holder of any securities of the Asset Purchase Agreement, proposes to register any of its Common Stock under Company but such reference is not required by the 1933 Securities Act on any forms other than on Form S-4 or S-8, or any successor similar federal statute then in force, then the Registering Stockholder shall have the right to require the deletion of such reference. The Company shall deliver to each Registering Stockholder, without charge, one executed copy of the Registration Statement and each amendment or similar forms, post-effective amendment thereof and one copy of each document incorporated therein by reference. If the registration form to be used may be used for shall have been initiated solely by the registration of Registrable Securities (Company or shall not have been initiated by a "Piggyback Registration")Registering Stockholder, the Company shall give prompt not be obligated to prosecute the registration, and may withdraw the Registration Statement at any time prior to the effectiveness thereof, if the Company shall determine in good faith not to proceed with the offering of securities included in the Registration Statement. In all other cases, the Company shall use its best efforts to cause the Registration Statement to become effective and, as soon as practicable after the effectiveness thereof, shall deliver to each Registering Stockholder evidence of the effectiveness and as many copies of the Prospectus and each amendment thereof or supplement thereto as the Registering Stockholder may reasonably request. The Company consents to the use by each Registering Stockholder of each Prospectus and each amendment thereof and supplement thereto in connection with the distribution, in accordance with this Agreement, of the Transaction Registrable Shares owned by the Registering Stockholder. In addition, if necessary for resale by the Registering Stockholders, the Company shall qualify or register in such states as may be reasonably requested by each Registering Stockholder the Transaction Registrable Shares of the Registering Stockholder that shall have been included in the Registration Statement; PROVIDED that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any state in which it is not subject to process or qualified as of the date of the request. The Company shall advise the Purchaser and each Registering Stockholder in writing, promptly after the occurrence of any of the following, of (1) the filing of the Registration Statement or any Prospectus, or any amendment thereof or supplement thereto, with the Securities and Exchange Commission, (2) the effectiveness of the Registration Statement and any post-effective amendment thereto, (3) the receipt by the Company of any communication from the Securities Exchange Commission with respect to the Registration Statement or the Prospectus, or any amendment thereof or supplement thereto, including, without limitation, any stop order suspending the effectiveness thereof, any comments with respect thereto and any requests for amendments or supplements and (4) the receipt by the Company of any notification with respect to the suspension of the qualification of Transaction Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (e) The Company shall use its best efforts to cause the Registration Statement and the Prospectus to remain effective or current, as the case may be, including the filing of necessary amendments, post-effective amendments and supplements, and shall furnish copies of such amendments, post-effective amendments and supplements to the Registering Stockholders, so as to permit the Registering Stockholders to distribute the Transaction Registrable Shares owned by them in their respective manner of distribution during their respective contemplated periods of distribution, but in no event longer than six consecutive months from the effective date of the Registration Statement; PROVIDED that the period shall be increased by the number of days that any Registering Stockholder shall have been required by Section 4 to refrain from disposing under the registration of the Transaction Registrable Shares owned by the Registering Stockholder. During such respective contemplated periods of distribution, the Company shall comply with the provisions of the Securities Act applicable to it with respect to the disposition of all Transaction Registrable Shares that shall have been included in the Registration Statement in accordance with their respective contemplated manner of disposition by the Registering Stockholders set forth in the Registration Statement, the Prospectus or the supplement, as the case may be. The Company shall not be deemed to have used its best efforts to cause the Registration Statement to remain effective during the applicable period if it voluntarily takes any action (other than an action required under applicable law or taken pursuant to and in accordance with Section 4) that would result in the Registering Stockholders not being able to dispose of the Transaction Registrable Shares during their respective contemplated periods of distribution in accordance with their respective contemplated manner of disposition. The Company shall notify each Registering Stockholder, at any time when a prospectus with respect to the Transaction Registrable Shares is required to be delivered under the Securities Act, when the Company becomes aware of the happening of any event as a result of which the Prospectus (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the Prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and file with the Securities and Exchange Commission an amendment or supplement to the Registration Statement or the Prospectus so that, as thereafter delivered to the purchasers of such Transaction Registrable Shares, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible moment. Notwithstanding anything in the foregoing to the contrary, if, in the opinion of counsel for the Company, there shall have arisen any legal impediment to the offer of the Transaction Registrable Shares made by the Prospectus or if any legal action or administrative proceeding shall have been instituted or threatened or any other claim shall have been made relating to the offer made by the Prospectus or against any of the parties involved in the offer, the Company may at any time upon written notice to each Registering Stockholder (1) terminate the Vendor effectiveness of its intention to effect such a registration and the Registration Statement or (2) withdraw from the Registration Statement the Transaction Registrable Shares owned by the Registering Stockholder; PROVIDED that, promptly after those matters shall include (subject be resolved to the provisions hereofsatisfaction of counsel for the Company, then, pursuant to Section 1 or 2, as the case may be, the Company shall cause the registration of Transaction Registrable Shares formerly covered by the Registration Statement that were removed from registration by the action of the Company. (f) in If requested by any Registering Stockholder or an underwriter of Transaction Registrable Shares owned by the Registering Stockholder, the Company shall as promptly as practicable prepare and file with the Securities and Exchange Commission an amendment or supplement to the Registration Statement or the Prospectus containing such registration all Registrable Securities information as the Registering Stockholder or the underwriter requests to be included therein, including, without limitation, information with respect to which the Transaction Registrable Shares being sold by the Registering Stockholder to the underwriter, the purchase price being paid therefor by such underwriter and other terms of the underwritten offering of the Transaction Registrable Shares to be sold in such offering. (g) Each Registering Stockholder shall report to the Company distributions made by the Registering Stockholder of Transaction Registrable Shares pursuant to the Prospectus and, upon written notice by the Company that an event has received written requests for inclusion therein within 10 business days after occurred as a result of which an amendment or supplement to the receipt Registration Statement or the Prospectus is required, the Registering Stockholder shall cease further distributions pursuant to the Prospectus until notified by the Company of the Company's notice. 2.2 If effectiveness of the amendment or supplement. Each Registering Stockholder shall distribute Transaction Registrable Shares only in accordance with the manner of distribution contemplated by the Prospectus with respect to the Transaction Registrable Shares owned by the Registering Stockholder. Each Registering Stockholder, by participating in a Piggyback Registration is an underwritten primary distribution registration on behalf pursuant to this Agreement, acknowledges that the remedies of the Company at law for failure by the Registering Stockholder to comply with the undertaking contained in this paragraph (g) would be inadequate and that the failure would not be adequately compensable in damages and would cause irreparable harm to the Company, and therefore agrees that undertakings made by the managing underwriters advise Registering Stockholder in this paragraph (g) may be specifically enforced. (h) If the registration is made pursuant to Section 2 and the registration involves an underwritten offering, in whole or in part, the Company in writing that, in their opinion, may require the number of securities requested Transaction Registrable Shares owned by the Registering Stockholders to be included in such distribution or registration exceeds underwriting on the number which can same terms and conditions as shall be sold in an orderly manner in such offering within a price range acceptable applicable to the Company other securities being sold through underwriters in the registration. In that event, the Registering Stockholders shall be parties to the related underwriting agreement. (i) If the registration involves an underwritten offering, (1) at the request of one or without adversely affecting the marketability more of the offeringRegistering Stockholders or the Company, the Company and the requesting Registering Stockholders shall include in such distribution or registration all or a portion enter into an appropriate underwriting agreement with respect to the Registrable Shares of the following securities Registering Stockholders containing terms and provisions customary in agreements of that nature, including, without limitation, provisions with respect to expenses substantially the following priority same as those set forth in Section 5 and provisions with respect to indemnification and contribution substantially the extent that the managing underwriters deem advisable; same as those set forth in Section 6, (i2) first, the securities the Company proposes shall make such representations and warranties, and deliver such certificates with respect thereto, to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to each Registering Stockholder owning the Vendor and is exercising such rights; and (iii) third, the Transaction Registrable Securities of the Vendor requested to be Shares included in such registration, pro rata with the applicable securities underwritten offering and each underwriter of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securitiesTransaction Registrable Shares, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included each case in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registrationform, the Company shall include in such registration or distribution securities insubstance and

Registration Provisions. 2.1 If a. SyQuest shall, as promptly as practicable hereafter and at its own expense, file a registration statement (the Company, at any time within a period of either (a"Registration Statement") four (4) years from the date hereof to the extent that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(c) of the Asset Purchaser Agreement or (b) five (5) years from the date hereof to the extent that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(e) of the Asset Purchase Agreement, proposes to register any of its Common Stock under the 1933 Act on any forms other covering the sale or resale of the Common Stock issuable upon conversion of the Preferred Shares as of the Closing Date plus fifty percent, and exercise of the Warrant (each a "Covered Security"), and shall use its best efforts to cause such Registration Statement to be declared effective not later than on Form S-4 or S-8the earlier of (i) 90 days from the date SyQuest's registration statement number 333-40329 is declared effective, or any successor or similar forms(ii) 120 days from the Closing Date, and provided however, if the registration form SEC reviews such Registration Statement, then the date by which the Registration Statement is to be used may declared effective shall be used extended by 30 days). SyQuest shall amend such Registration Statement from time to time upon the request of Investor if the maximum number of shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrant is greater than the number of shares of Common Stock registered pursuant to such Registration Statement, unless an amendment is not required for the registration and sale of Registrable Securities such securities under such Registration Statement pursuant to Rule 416 or any other rule under the 1933 Act; provided that Investor shall have provided such information and cooperation in connection therewith as SyQuest may reasonably request. b. SyQuest will use its best efforts to: (a "Piggyback Registration"), the Company shall give prompt written notice to the Vendor of its intention to effect such a registration and shall include (subject to the provisions hereofi) in keep such registration all Registrable Securities with respect to which effective until the Company has received written requests for inclusion therein within 10 business days after earlier of (A) the receipt second anniversary of the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf issuance of each Covered Security, (B) such date as all of the Company, and Covered Securities shall have been sold by Investor or (C) such time as all of the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such distribution or registration exceeds the number which Covered Securities held by Investor can be sold in an orderly manner in such offering by Investor or any of its affiliates within a price range acceptable to three-month period without compliance with the Company or without adversely affecting the marketability registration requirements of the offering, 1933 Act pursuant to Rule 144 under the Company shall include in such distribution or registration all or a portion of the following securities in the following priority to the extent that the managing underwriters deem advisable; 1933 Act (i) first, the securities the Company proposes to sell"Rule 144"); (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior prepare and file with the SEC such amendments and supplements to the Vendor Registration Statement and the prospectus used in connection with the Registration Statement (as so amended and supplemented from time to time, the "Prospectus") as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all Covered Securities by Investor or any of its affiliates; (iii) furnish such number of Prospectuses and other documents incident thereto, including any amendment of or supplement to the Prospectus, as Investor from time to time may reasonably request; (iv) cause all Covered Securities that are Common Stock to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by SyQuest are then listed or quoted; (v) provide a transfer agent and registrar for all Covered Securities and a CUSIP number for all Covered Securities; (vi) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC; and (vii) file the documents required of SyQuest and otherwise use its best efforts to obtain and maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Covered Securities are originally sold and (B) all other states specified in writing by Investor, provided, however, that as to this clause (B), SyQuest shall not be required to qualify to do business or consent to service of process in any state in which it is exercising not now so qualified or has not so consented. c. SyQuest shall furnish to Investor upon request a reasonable number of copies of a supplement to or an amendment of such rightsProspectus as may be necessary in order to facilitate the public sale or other disposition of all or any of the Covered Securities by Investor or any of its affiliates pursuant to the Registration Statement. d. With a view to making available to Investor and its affiliates the benefits of Rule 144 and Form S-3 under the 1933 Act, SyQuest covenants and agrees to: (i) make and keep available adequate current public information (within the meaning of Rule 144(c)) concerning SyQuest, until the earlier of (A) the second anniversary of the issuance of each Covered Security or (B) such date as all of the Covered Securities shall have been resold by Investor or any of its affiliates; (ii) maintain its status as a Reporting Issuer and file with the SEC in a timely manner all reports and other documents required of SyQuest for use of Form S-3; and (iii) thirdfurnish to Investor upon request, as long as Investor owns any Covered Securities, (A) a written statement by SyQuest that it has complied with the Registrable Securities reporting requirements of the Vendor 1933 Act and the 1934 Act, (B) a copy of the most recent annual or quarterly report of SyQuest, and (C) such other information as may be reasonably requested in order to avail Investor and its affiliates of Rule 144 or Form S-3 with respect to such Covered Securities. e. Notwithstanding anything else in this Section 3A, if, at any time during which a Prospectus is required to be included delivered in connection with the sale of any Covered Securities, SyQuest determines in good faith that a development has occurred or a condition exists as a result of which the Registration Statement or the Prospectus contains a material misstatement or omission, SyQuest will immediately notify Investor thereof by telephone and in writing. Upon receipt of such notification, Investor and its affiliates will immediately suspend all offers and sales of any Covered Securities pursuant to the Registration Statement. In such event, SyQuest will amend or supplement the Registration Statement as promptly as practicable and will take such other steps as may be required to permit sales of the Covered Securities thereunder by Investor and its affiliates in accordance with applicable federal and state securities laws. SyQuest will promptly notify Investor after it has determined in good faith that such sales have become permissible in such registrationmanner and will promptly deliver copies of the Registration Statement and the Prospectus (as so amended or supplemented) to Investor in accordance with paragraph (b) of this Section 3A. Notwithstanding the foregoing, pro rata with the applicable securities (A) under no circumstances shall SyQuest be entitled to exercise its right to suspend sales of any Covered Securities pursuant to the Registration Statement more than two times in any twelve-month period, (B) the period during which such sales may be suspended (each a "Blackout Period") shall not exceed thirty days and (C) no Blackout Period may commence less than thirty days after the end of the preceding Blackout Period. Upon the commencement of a Blackout Period pursuant to this Section 3A, Investor will immediately notify SyQuest of any contracts to sell any Covered Securities (each a "Sales Contract") that Investor or any of its affiliates has entered into prior to the commencement of such Blackout Period and that would require delivery of such Covered Securities during such Blackout Period, which notice will contain the aggregate sale price and volume of Covered Securities pursuant to such Sales Contract. Upon receipt of such notice, SyQuest will immediately notify Investor of its election either (i) to terminate the Blackout Period and, as promptly as practicable, amend or supplement the Registration Statement or the Prospectus in order to correct the material misstatement or omission and deliver to Investor copies of such amended or supplemented Registration Statement and Prospectus in accordance with paragraph (b) of this Section 3A or (ii) to continue the Blackout Period in accordance with this paragraph. If SyQuest elects to continue the Blackout Period, and Investor or any of its affiliates is therefore unable to consummate the sale of Covered Securities pursuant to the Sales Contract (such unsold Covered Securities being hereinafter referred to herein as the "Unsold Securities"), SyQuest will promptly indemnify each Investor Indemnified Party (as such term is defined in Section 11.a below) against any Proceeding (as such term is defined in Section 11.a below) that each Investor Indemnified Party may incur arising out of or in connection with Investor's breach or alleged breach or inability to effect settlement of any such Sales Contract, and SyQuest shall reimburse each Investor Indemnified Party for any reasonable costs or expenses (including reasonable legal fees) incurred by such party or parties holding piggyback rights relating to such Proceeding, including any costs incurred by Investor in connection with its need to purchase securities for any sales effected prior to its notification of the Blackout Period (which costs shall be equal to the rights reasonable transaction costs plus the difference between the purchase price of such securities and the Vendor and is exercising price under the Sales Contract)(collectively, the "Indemnification Amount"); provided, however, that each Investor Indemnified Party shall take all -------- ------- actions reasonably necessary or appropriate to mitigate such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders Indemnification Amount. The Company shall pay the Indemnification Amount within two business days of the Company's receipt of written notice from the Investor Indemnified Party setting forth such amounts. f. From the date hereof through a period of ninety (90) days following the date that the Registration Statement is first declared effective, SyQuest shall not register any securities other than securities issued in connection with (1) the sale of up to $30,000,000 of Preferred Shares and corresponding warrants on substantially the same terms as provided in this Agreement (including the Preferred Shares and Warrant sold pursuant to this Agreement), (2) any exchange of indebtedness of SyQuest for shares of stock of SyQuest, (3) any provision of services or securities convertible into sale of goods to SyQuest, (4) any stock option plan, stock purchase plan, stock bonus plan or other plan for the Company's benefit of employees, officers or directors of SyQuest, (5) the exercise of any rights, warrants or options heretofore granted or issued by SyQuest for the acquisition of any securities, and (6) transactions disclosed in the managing underwriters advise Schedule of Exceptions, or (7) any transaction not involving the Company in writing that in their opinion the number receipt of new consideration by SyQuest for securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities inhereafter issued by SyQuest. 4.

Registration Provisions. 2.1 If The Company shall promptly prepare and file, at its sole cost and expense, and thereafter use its best efforts to have declared effective, an appropriate registration statement with the Securities and Exchange Commission registering all of the 1,000,000 shares of Common Stock initially covered by this Agreement and the Due Diligence Shares for resale by ILLES under the Act (the “Initial Registration Statement”). As provided in Section 1.C hereof, USA has the right from time to time to increase the number of shares of Common Stock to be covered by this Agreement. Any such additional shares may be included in an amendment to the Initial Registration Statement, or in a separate additional registration statement. The term “registration statement” whenever and as used in this Agreement shall mean and include for all purposes the Initial Registration Statement and any amendment or post-effective amendment thereto as well as any additional registration statement or amendment or post-effective amendment thereto covering any Common Stock subject to this Agreement. The registration statement shall be prepared as a "shelf" registration statement under Rule 415, and the Company shall use its best efforts to have the registration statement maintained effective until the earlier of (i) two years from the effective date of the Initial Registration Statement, or (ii) the date that all of the Common Stock covered by this Agreement is resold by ILLES pursuant to the registration statement or otherwise. At the Company’s request, ILLES shall furnish to the Company such information regarding ILLES, the Common Stock held by ILLES, and the intended method of disposition of such Common Stock to the extent required to effect the registration of the Common Stock. The Company shall include all information provided by ILLES pursuant hereto in the registration statement, substantially in the form supplied, except to the extent such information is not permitted by law. ILLES understands and agrees that ILLES will be listed and disclosed in the registration statement as an underwriter of the Common Stock as such term is defined in Section 2(a)(11) of the Act and as such ILLES will have liability, among other things, under Section 11 of the Act. All expenses (other than commissions and fees and expenses of counsel to ILLES) incurred in connection with the registration statement, including (without limitation) all registration, filing and qualification fees, printers' and accounting fees, fees and disbursements of counsel for the Company, at any time within a period of either (a) four (4) years from the date hereof to the extent that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(c) of the Asset Purchaser Agreement or (b) five (5) years from the date hereof to the extent that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(e) of the Asset Purchase Agreement, proposes to register any of its Common Stock under the 1933 Act on any forms other than on Form S-4 or S-8, or any successor or similar forms, and the registration form to shall be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), the Company shall give prompt written notice to the Vendor of its intention to effect such a registration and shall include (subject to the provisions hereof) in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business days after the receipt of borne by the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability of the offering, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities in

Registration Provisions. 2.1 If (A) TRC shall, as soon as practicable and at its own expense, file a Registration Statement (as defined below) under the CompanySecurities Act covering the resale of the Registrable Number (as defined below) of shares of Common Stock and shall use its best efforts to cause such Registration Statement to be declared effective on or before April 14, 2002 (the "REQUIRED REGISTRATION DATE"). The obligations to have the Registration Statement declared effective and to maintain such effectiveness as provided in this Section 5 are referred to herein as the "REGISTRATION REQUIREMENT." Pursuant to the preceding sentence, TRC shall register pursuant to such Registration Statement a number of shares of Common Stock equal to one hundred and sixty-six point sixty-six percent (166.66%) of the number of Common Shares issuable upon conversion of the Initial Preferred Shares based upon the Conversion Price (as defined in the Certificate of Rights and Preferences) in effect on the effective date of the Registration Statement (the "REGISTRABLE NUMBER"). Prior to the exercise by ▇▇▇▇▇▇▇▇ of any of the ▇▇▇▇▇▇▇▇ Rights, TRC shall promptly amend such Registration Statement (or, if necessary, file a new Registration Statement) at any time within a period and from time to time after the number of either Common Shares issued and issuable upon conversion or redemption of the Initial Preferred Shares (aincluding shares issuable as dividends under the Initial Preferred Shares, assuming all such dividends are paid in shares of Registered Common Stock) four exceeds ninety percent (4) years from the date hereof to the extent that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(c90%) of the Asset Purchaser Agreement or number of shares then registered (bsuch greater number, thereafter, the "Registrable Number") five (5) years from the date hereof to the extent so that the Vendor elects Registrable Number of Common Shares shall at all times be registered and freely tradable. In addition, from and after the exercise by ▇▇▇▇▇▇▇▇ of any of the ▇▇▇▇▇▇▇▇ Rights, TRC shall promptly amend such Registration Statement (or, if necessary, file a new Registration Statement) at any time, and from time to receive time, when the 2002 Final Payment pursuant to Section 2.05(etotal number of Common Shares issued or issuable under the Series A Preferred Shares, whether upon conversion or redemption, (including shares issuable as dividends under the Series A Preferred Shares, assuming all such dividends are paid in shares of Registered Common Stock) exceeds eighty percent (80%) of the Asset Purchase Agreementnumber of shares then registered (such greater number, proposes to register any of its Common Stock under thereafter, the 1933 Act on any forms other than on Form S-4 or S-8, or any successor or similar forms, and the registration form to be used may be used for the registration of "Registrable Securities (a "Piggyback RegistrationNumber"), so that the Company Registrable Number of Common Shares shall give at all times be registered and freely tradable. (B) The registration statement filed or required to be filed under the Securities Act in accordance with Section 5(a) hereof, along with any amendments and additional registration statements, is referred to as the "REGISTRATION STATEMENT." TRC shall provide prompt written notice to ▇▇▇▇▇▇▇▇ when the Vendor of its intention to effect such a registration and shall include (subject to Registration Statement has been declared effective by the provisions hereof) in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business days after the receipt of the Company's noticeSEC. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability of the offering, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities in

Registration Provisions. 2.1 If With respect to each registration pursuant to this Agreement: (a) Notwithstanding anything herein to the contrary, the Company shall not be required to include in any registration any of the Registrable Shares owned by a Registering Stockholder (1) if the Company shall deliver to the Registering Stockholder an opinion, satisfactory in form, scope and substance to the Registering Stockholder and addressed to the Registering Stockholder by legal counsel satisfactory to the Registering Stockholder, to the effect that the distribution of such Registrable Shares proposed by the Registering Stockholder is exempt from registration under the Securities Act and all applicable state securities laws or (2) if such Registering Stockholder or any underwriter of such Registrable Shares shall fail to furnish to the Company the information in respect of the distribution of the shares that may be required under this Agreement to be furnished by the Registering Stockholder or the underwriter to the Company. (b) The Company shall make available for inspection by each Registering Stockholder participating in the registration, each underwriter of Transaction Registrable Shares owned by the Registering Stockholder and their respective accountants, counsel and other representatives all financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility in connection with each registration of Transaction Registrable Shares owned by the Registering Stockholder, and shall cause the Company's officers, directors and employees to supply all information reasonably requested by any such person in connection with such registration; PROVIDED that records and documents which the Company determines, in good faith, after consultation with counsel for the Company and counsel for the Registering Stockholder or underwriter, as the case may be, to be confidential and which it notifies such persons are confidential shall not be disclosed to them, except in each case to the extent that (1) the disclosure of such records or documents is necessary to avoid or correct a misstatement or omission in the Registration Statement, (2) the disclosure of such records or documents to an agency, bureau, commission, court, department, official, political subdivision or other instrumentality of any government, whether federal, state, county or local, domestic or foreign (each, a "GOVERNMENTAL BODY") having jurisdiction over such person is necessary or appropriate or (3) the disclosure of such records or documents may otherwise be required by applicable laws, rules, regulations, ordinances, judgments, rulings, orders, awards, recommendation or other official action of any Governmental Body having jurisdiction over such person. Each Registering Stockholder shall, after determining that disclosure of any records or documents may be necessary or advisable in the circumstances referenced in the proviso to the preceding sentence, give notice to the Company, and allow the Company, at the Company's expense, to undertake appropriate action and to prevent disclosure of any time within a period such records or documents deemed confidential. (c) Each Registering Stockholder shall furnish, and shall cause each underwriter of either (a) four (4) years from Transaction Registrable Shares owned by the date hereof Registering Stockholder to be distributed pursuant to the extent registration to furnish, to the Company in writing promptly upon the request of the Company the additional information regarding the Registering Stockholder or the underwriter, the contemplated distribution of the Transaction Registrable Shares and the other information regarding the proposed distribution by the Registering Stockholder and the underwriter that shall be required in connection with the Vendor elects proposed distribution by the applicable securities laws of the United States of America and the states thereof in which the Transaction Registrable Shares are contemplated to receive be distributed. The information furnished by any Registering Stockholder or any underwriter shall be certified by the 2001 Final Payment Registering Stockholder or the underwriter, as the case may be, and shall be stated to be specifically for use in connection with the registration. (d) The Company shall prepare and file with the Securities and Exchange Commission the Registration Statement, including the Prospectus, and each amendment thereof or supplement thereto, under the Securities Act and as required under any applicable state securities laws, on the form that is then required or available for use by the Company to permit each Registering Stockholder, upon the effective date of the Registration Statement, to use the Prospectus in connection with the contemplated distribution by the Registering Stockholder of the Transaction Registrable Shares requested to be so registered. A registration pursuant to Section 205(c1 shall be effected pursuant to Rule 415 (or any similar provision then in force) under the Securities Act if the manner of distribution contemplated by the Registering Stockholder shall include an offering on a delayed or continuous basis. The Company shall furnish to each Registering Stockholder drafts of the Asset Purchaser Agreement Registration Statement and the Prospectus and each amendment thereof or (b) five (5) years from the date hereof supplement thereto for its timely review prior to the extent that filing thereof with the Vendor elects Securities and Exchange Commission. If any Registration Statement refers to receive any Registering Stockholder by name or otherwise as the 2002 Final Payment pursuant to Section 2.05(e) holder of any securities of the Asset Purchase Agreement, proposes to register any of its Common Stock under Company but such reference is not required by the 1933 Securities Act on any forms other than on Form S-4 or S-8, or any successor similar federal statute then in force, then the Registering Stockholder shall have the right to require the deletion of such reference. The Company shall deliver to each Registering Stockholder, without charge, one executed copy of the Registration Statement and each amendment or similar forms, post-effective amendment thereof and one copy of each document incorporated therein by reference. If the registration form to be used may be used for shall have been initiated solely by the registration of Registrable Securities (Company or shall not have been initiated by a "Piggyback Registration")Registering Stockholder, the Company shall give prompt not be obligated to prosecute the registration, and may withdraw the Registration Statement at any time prior to the effectiveness thereof, if the Company shall determine in good faith not to proceed with the offering of securities included in the Registration Statement. In all other cases, the Company shall use its best efforts to cause the Registration Statement to become effective and, as soon as practicable after the effectiveness thereof, shall deliver to each Registering Stockholder evidence of the effectiveness and as many copies of the Prospectus and each amendment thereof or supplement thereto as the Registering Stockholder may reasonably request. The Company consents to the use by each Registering Stockholder of each Prospectus and each amendment thereof and supplement thereto in connection with the distribution, in accordance with this Agreement, of the Transaction Registrable Shares owned by the Registering Stockholder. In addition, if necessary for resale by the Registering Stockholders, the Company shall qualify or register in such states as may be reasonably requested by each Registering Stockholder the Transaction Registrable Shares of the Registering Stockholder that shall have been included in the Registration Statement; PROVIDED that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any state in which it is not subject to process or qualified as of the date of the request. The Company shall advise the Purchaser and each Registering Stockholder in writing, promptly after the occurrence of any of the following, of (1) the filing of the Registration Statement or any Prospectus, or any amendment thereof or supplement thereto, with the Securities and Exchange Commission, (2) the effectiveness of the Registration Statement and any post-effective amendment thereto, (3) the receipt by the Company of any communication from the Securities Exchange Commission with respect to the Registration Statement or the Prospectus, or any amendment thereof or supplement thereto, including, without limitation, any stop order suspending the effectiveness thereof, any comments with respect thereto and any requests for amendments or supplements and (4) the receipt by the Company of any notification with respect to the suspension of the qualification of Transaction Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (e) The Company shall use its best efforts to cause the Registration Statement and the Prospectus to remain effective or current, as the case may be, including the filing of necessary amendments, post-effective amendments and supplements, and shall furnish copies of such amendments, post- effective amendments and supplements to the Registering Stockholders, so as to permit the Registering Stockholders to distribute the Transaction Registrable Shares owned by them in their respective manner of distribution during their respective contemplated periods of distribution, but in no event longer than six consecutive months from the effective date of the Registration Statement; PROVIDED that the period shall be increased by the number of days that any Registering Stockholder shall have been required by Section 4 to refrain from disposing under the registration of the Transaction Registrable Shares owned by the Registering Stockholder. During such respective contemplated periods of distribution, the Company shall comply with the provisions of the Securities Act applicable to it with respect to the disposition of all Transaction Registrable Shares that shall have been included in the Registration Statement in accordance with their respective contemplated manner of disposition by the Registering Stockholders set forth in the Registration Statement, the Prospectus or the supplement, as the case may be. The Company shall not be deemed to have used its best efforts to cause the Registration Statement to remain effective during the applicable period if it voluntarily takes any action (other than an action required under applicable law or taken pursuant to and in accordance with Section 4) that would result in the Registering Stockholders not being able to dispose of the Transaction Registrable Shares during their respective contemplated periods of distribution in accordance with their respective contemplated manner of disposition. The Company shall notify each Registering Stockholder, at any time when a prospectus with respect to the Transaction Registrable Shares is required to be delivered under the Securities Act, when the Company becomes aware of the happening of any event as a result of which the Prospectus (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the Prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading and, as promptly as practicable thereafter, prepare and file with the Securities and Exchange Commission an amendment or supplement to the Registration Statement or the Prospectus so that, as thereafter delivered to the purchasers of such Transaction Registrable Shares, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible moment. Notwithstanding anything in the foregoing to the contrary, if, in the opinion of counsel for the Company, there shall have arisen any legal impediment to the offer of the Transaction Registrable Shares made by the Prospectus or if any legal action or administrative proceeding shall have been instituted or threatened or any other claim shall have been made relating to the offer made by the Prospectus or against any of the parties involved in the offer, the Company may at any time upon written notice to each Registering Stockholder (1) terminate the Vendor effectiveness of its intention to effect such a registration and the Registration Statement or (2) withdraw from the Registration Statement the Transaction Registrable Shares owned by the Registering Stockholder; PROVIDED that, promptly after those matters shall include (subject be resolved to the provisions hereofsatisfaction of counsel for the Company, then, pursuant to Section 1 or 2, as the case may be, the Company shall cause the registration of Transaction Registrable Shares formerly covered by the Registration Statement that were removed from registration by the action of the Company. (f) in If requested by any Registering Stockholder or an underwriter of Transaction Registrable Shares owned by the Registering Stockholder, the Company shall as promptly as practicable prepare and file with the Securities and Exchange Commission an amendment or supplement to the Registration Statement or the Prospectus containing such registration all Registrable Securities information as the Registering Stockholder or the underwriter requests to be included therein, including, without limitation, information with respect to which the Transaction Registrable Shares being sold by the Registering Stockholder to the underwriter, the purchase price being paid therefor by such underwriter and other terms of the underwritten offering of the Transaction Registrable Shares to be sold in such offering. (g) Each Registering Stockholder shall report to the Company distributions made by the Registering Stockholder of Transaction Registrable Shares pursuant to the Prospectus and, upon written notice by the Company that an event has received written requests for inclusion therein within 10 business days after occurred as a result of which an amendment or supplement to the receipt Registration Statement or the Prospectus is required, the Registering Stockholder shall cease further distributions pursuant to the Prospectus until notified by the Company of the Company's notice. 2.2 If effectiveness of the amendment or supplement. Each Registering Stockholder shall distribute Transaction Registrable Shares only in accordance with the manner of distribution contemplated by the Prospectus with respect to the Transaction Registrable Shares owned by the Registering Stockholder. Each Registering Stockholder, by participating in a Piggyback Registration is an underwritten primary distribution registration on behalf pursuant to this Agreement, acknowledges that the remedies of the Company at law for failure by the Registering Stockholder to comply with the undertaking contained in this paragraph (g) would be inadequate and that the failure would not be adequately compensable in damages and would cause irreparable harm to the Company, and therefore agrees that undertakings made by the managing underwriters advise Registering Stockholder in this paragraph (g) may be specifically enforced. (h) If the registration is made pursuant to Section 2 and the registration involves an underwritten offering, in whole or in part, the Company in writing that, in their opinion, may require the number of securities requested Transaction Registrable Shares owned by the Registering Stockholders to be included in such distribution or registration exceeds underwriting on the number which can same terms and conditions as shall be sold in an orderly manner in such offering within a price range acceptable applicable to the Company other securities being sold through underwriters in the registration. In that event, the Registering Stockholders shall be parties to the related underwriting agreement. (i) If the registration involves an underwritten offering, (1) at the request of one or without adversely affecting the marketability more of the offeringRegistering Stockholders or the Company, the Company and the requesting Registering Stockholders shall include in such distribution or registration all or a portion enter into an appropriate underwriting agreement with respect to the Registrable Shares of the following securities Registering Stockholders containing terms and provisions customary in agreements of that nature, including, without limitation, provisions with respect to expenses substantially the following priority same as those set forth in Section 5 and provisions with respect to indemnification and contribution substantially the extent that the managing underwriters deem advisable; same as those set forth in Section 6, (i2) first, the securities the Company proposes shall make such representations and warranties, and deliver such certificates with respect thereto, to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to each Registering Stockholder owning the Vendor and is exercising such rights; and (iii) third, the Transaction Registrable Securities of the Vendor requested to be Shares included in such registration, pro rata with the applicable securities underwritten offering and each underwriter of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securitiesTransaction Registrable Shares, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included each case in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registrationform, the Company shall include in such registration or distribution securities insubstance an

Registration Provisions. 2.1 (i) If the CompanyCompany receives a written request from any Holder for the Registration of all or a portion of its Registrable Securities, at any time within a period of either the Company shall (a) four (4) years from the date hereof to the extent that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(c) promptly give written notice of the Asset Purchaser Agreement or proposed Registration to all other Holders, and (b) five as soon as reasonably practicable, use its reasonable best efforts to (5A) years from prepare and file with the Commission a Registration Statement covering the resale of the Registrable Securities specified in the request (together with any Registrable Securities requested by the other Holders in writing to be included in such Registration within fifteen (15) days after the Company’s delivery of its written notice) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, and (B) cause such Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date hereof that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, as determined by the counsel to the extent that the Vendor elects to receive the 2002 Final Payment Company pursuant to a written opinion letter to such effect, addressed and acceptable to the transfer agent and the affected Holders. Registrations under this Section 2.05(e2.1 shall be on such appropriate registration form as shall be reasonably determined by the Company for the disposition of such Registrable Securities in the manner specified in the Holders’ request for such Registration. Notwithstanding the foregoing, the Company shall not be required to prepare and file a Registration Statement (or cause such Registration Statement to be declared effective) pursuant to this Section 2.1(i) until after the filing of its Annual Report on Form 20-F for the year ended December 31, 2018. (ii) Notwithstanding the registration obligations set forth in Section 2.1(i) of this Schedule II, if the Asset Purchase AgreementCommission informs the Company that all of the Registrable Securities cannot, proposes as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on such form available to register any of its Common Stock under for resale the 1933 Act on any forms other than on Form S-4 or S-8Registrable Securities as a secondary offering; provided, or any successor or similar formshowever, and that prior to filing such amendment, the registration form Company shall be obligated to be used may be used use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (iii) Notwithstanding any other provision of the Agreement, if the Commission or any SEC Guidance sets forth a "Piggyback limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise agreed in writing by the Company and a Holder as to such Holder’s Registrable Securities, the Company may exclude the Registrable Securities requested to be Registered, prior to the exclusion of any Equity Securities of the Company held by Persons requesting inclusion of such Equity Securities in such Registration pursuant to the Existing Shareholders Agreement or the Existing Registration Rights Agreement, and after excluding all other Equity Securities from the Registration"), so long as the number of Registrable Securities to be included in such Registration is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included. In the event of a cutback hereunder, the Company shall give prompt the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the Vendor of its intention to effect such a registration and shall include (subject to the provisions hereof) in such registration all Registrable Securities with respect to which event the Company has received written requests for inclusion therein within 10 business days after amends the receipt of initial Registration Statement in accordance with the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Companyforegoing, and the managing underwriters advise the Company in writing thatwill use its reasonable best efforts to file with the Commission, in their opinion, the number of securities requested to be included in such distribution as promptly as allowed by Commission or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable SEC Guidance provided to the Company or without adversely affecting the marketability to registrants of the offering, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority general, one or more registration statements on Form F-3 or Form S-3 or such other form available to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, register for resale those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of that were not registered for resale on the Vendor requested to be included in such registrationinitial Registration Statement, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rightsas amended. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities in

Registration Provisions. 2.1 If (a) The Company will keep the CompanyRegistration Statement continuously effective (unless under applicable law it or any other registration statement filed pursuant to this Agreement expires, in which case the Company will prepare and file a replacement registration statement and use its reasonable best efforts to cause such replacement registration statement to be declared or become effective and to thereafter keep it continually effective) for so long as any Investment Securities continue to be issuable hereunder or under the Certificate of Rights and Preferences or the Warrant. In the event that the Company fails to maintain the effectiveness and availability of the Registration Statement at any time within a during the period of either (a) four (4) years from described above, the date hereof Company will promptly provide notice thereof to the extent that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(c) of the Asset Purchaser Agreement or ▇▇▇▇▇▇▇▇. (b) The Company will prepare and file with the SEC such amendments and supplements to, or replacements of, the Registration Statement and the prospectus used in connection with the Registration Statement (as so amended and supplemented from time to time, the “Prospectus” ) as may be necessary to comply with the provisions of the Securities Act with respect to the issuance of all Investment Securities issuable to ▇▇▇▇▇▇▇▇ hereunder or under the Certificate of Rights and Preferences or the Warrant. (c) The Company will cause all Common Shares to be listed on the Nasdaq Global Select Market, Nasdaq Global Market or the New York Stock Exchange and each other securities exchange or quotation service on which similar securities issued by the Company are listed or qualified in the future. (d) The Company will provide a transfer agent for all Common Shares and Common Stock Equivalent Junior Preferred Shares and a CUSIP number for all Common Shares and Common Stock Equivalent Junior Preferred Shares. (e) The Company will otherwise comply with all applicable rules and regulations of the SEC, FINRA and Nasdaq. (f) In addition to any other remedies available to ▇▇▇▇▇▇▇▇ under this Agreement, under the Series C Certificate, under the Junior Preferred Certificate, under the Warrant or at law or equity, if there is a Registration Failure, then the Company shall pay to ▇▇▇▇▇▇▇▇ an amount equal to the Registration Failure Percentage multiplied by the Registration Failure Amount with respect to each thirty (30)-day period or part thereof during which a Registration Failure shall have occurred or be continuing. Separate payment shall be due for each such thirty (30)-day period and no credit shall be given for any payment made in any prior period. For the avoidance of doubt, the parties agree and acknowledge that the only thirty (30)-day period for which the payments in this Section 5(f) shall be pro rated is the first thirty (30)-day period, and the full amount of the payment for any thirty (30)-day period described above shall become due if the Registration Failure continues on the first day of each such thirty (30)-day period (i.e., for a Registration Failure continuing on day 31, 61, 91, 121, 151, etc.). The Registration Failure shall be deemed to be continuing unless and until timely payment has been made under this Section 5(f). The payments described above shall be made by wire transfer of immediately available funds no later than five (5) years from days after and excluding the earlier of (x) the date hereof to on which the extent that Registration Failure shall have been cured and (y) the Vendor elects to receive last day of each thirty (30)-day period after the 2002 Final Payment pursuant to occurrence of a Registration Failure. For purposes of this Section 2.05(e) of the Asset Purchase Agreement, proposes to register any of its Common Stock under the 1933 Act on any forms other than on Form S-4 or S-8, or any successor or similar forms, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"5(f), the Company shall give prompt written notice to term “Registration Failure Percentage” means the Vendor of its intention to effect such a registration and shall include (subject to the provisions hereof) in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business days after the receipt of the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability of the offering, the Company shall include in such distribution or registration all or a portion of the following securities amount set forth in the following priority to the extent that the managing underwriters deem advisable; table: Thereafter The registration failure percentage shall increase by 1.00% upon each successive 60-day period (i) firsti.e., the securities the Company proposes to sell; (ii) secondon days 271, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third331, the Registrable Securities of the Vendor requested to be included in such registration391, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rightsetc. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities in).

Registration Provisions. 2.1 If (a) The Company will keep the Company, Registration Statement continuously effective for so long as any Common Stock continues to be issuable hereunder or upon exercise of the Warrant. In the event that the Company fails to maintain the effectiveness and availability of the Registration Statement at any time within during the period described above, the Company will promptly provide notice thereof to Purchaser. (b) The Company will prepare and file with the SEC such amendments and supplements to, or replacements of, the Registration Statement and the prospectus used in connection with the Registration Statement (as so amended and supplemented from time to time, the "Prospectus") as may be necessary to comply with the provisions of the Securities Act with respect to the issuance of all shares of Common Stock issuable to Purchaser hereunder and under the Warrant. (c) The Company will cause all Common Shares to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted. (d) The Company will provide a transfer agent for all Common Shares and a CUSIP number for all Common Shares. (e) The Company will otherwise comply with all applicable rules and regulations of the SEC, FINRA and the Nasdaq Global Market and any other exchange or quotation service on which the Common Stock are obligated to be listed or quoted under this Agreement. (f) In addition to any other remedies available to Purchaser under this Agreement, under the Warrant or at law or equity, if the Registration Statement is not available with respect to all Common Shares at any time during the period described in Section 6(a) (each, a "Registration Failure") for a period of either more than thirty (a30) four days (4) years from the date hereof to the extent that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(c) of the Asset Purchaser Agreement or (b) five (5) years from the date hereof to the extent that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(e) of the Asset Purchase Agreementany such Registration Failure, proposes to register any of its Common Stock under the 1933 Act on any forms other than on Form S-4 or S-8, or any successor or similar forms, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback RegistrationCompensable Registration Failure"), then the Company shall give prompt written notice pay to the Vendor of its intention to effect such a registration and shall include (subject to the provisions hereof) in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business Purchaser an amount determined as follows: 30 days after the receipt 1.5% of the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf Remaining Warrant Amount 60 days 1.75% of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability Remaining Warrant Amount 90 days 2.0% of the offering, the Company shall include in such distribution or registration all or a portion Remaining Warrant Amount 120 days 2.25% of the following securities in the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party Remaining Warrant Amount 150 days or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities more 2.5% of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities inRemaining Warrant Amount

Registration Provisions. 2.1 If the Company, at any time within a period of either (a) The Company shall, as promptly as practicable and in any event not later than 5:00 p.m. Eastern Time on January 31, 2011, and at its own expense, file a Registration Statement (as defined below) under the Securities Act covering the resale of all of the Common Shares and shall use its best efforts to cause such Registration Statement to be declared effective on or prior to April 15, 2011. Pursuant to the preceding sentence, the Company shall register pursuant to such Registration Statement not less than the number of shares of Common Stock equal to 1,555,543, provided that the Company shall file by no later than 5:00 p.m. Eastern Time on the date that is ten (10) days after and excluding the date hereof, an amendment to the Registration Statement filed on January 28, 2011, which amendment will reflect any increase or decrease in the number of outstanding shares of Common Stock between the Initial Investment Closing Date and the Supplemental Investment Closing Date and any other changes required to be made to such previously filed Registration Statement as a result of the terms of this Agreement. With respect to each of the first four (4) years from Later Investments that occurs after the first Registration Statement has been filed, the Company shall, not later than 5:00 p.m. on the date hereof that is fifteen (15) days after and excluding such Closing Date, file a new Registration Statement so as to register the resale of the shares of Common Stock issued on each such Closing Date and issuable in connection with any increase in the Warrant Amount (as defined in the Warrants), and the Company shall use its best efforts to cause each such new Registration Statement to be declared effective on or prior to the extent date that is forty-five (45) days after and excluding such Closing Date. The Company shall provide prompt written notice to Purchaser if the Vendor SEC elects to receive review any Registration Statement. The obligations to have any Registration Statement declared effective and to maintain such effectiveness as provided in this Section 6 are referred to herein as the 2001 Final Payment pursuant "Registration Requirement." The Company shall provide Purchaser with two (2) Business Days to Section 205(c) of review and comment on any Registration Statement or amendment thereto prior to filing, and the Asset Company shall not file any Registration Statement that Purchaser Agreement or reasonably objects to. (b) five (5Any registration statement filed or required to be filed under the Securities Act in accordance with Section 6(a) years from hereof, along with any amendments and additional registration statements, is referred to collectively as the date hereof "Registration Statement". The Company shall file any Registration Statement on Form S-3, if available, otherwise on another available form and in the meantime use its best efforts to file such Registration Statement on Form S-3 as soon as it is available to the extent that Company. The Company shall provide prompt written notice to Purchaser when the Vendor elects Registration Statement has been declared effective by the SEC. (c) The Company will: (A) use its best efforts to receive keep the 2002 Final Payment pursuant to Section 2.05(eRegistration Statement effective until the earlier of (x) the later of (i) the first anniversary of the Asset Purchase Agreementlast Closing to occur and (ii) September 2, proposes 2012 (such later period, the "Registration Period"); (B) prepare and file with the SEC such amendments and supplements to register the Registration Statement and the prospectus used in connection with the Registration Statement (as so amended and supplemented from time to time, the "Prospectus") as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Common Shares by Purchaser or any of its affiliates with the prior written approval of Purchaser and incorporate all such information relating to the plan of distribution as Purchaser may reasonably request, and to use its best efforts to cause such amendment or supplements to the Registration Statement and the Prospectus to be declared effective as soon as practicable after filing; (C) furnish such number of Prospectuses and other documents incident thereto, including any amendment of or supplement to the Prospectus, including all exhibits and financial statements, as Purchaser from time to time may reasonably request; (D) cause all Common Shares to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (E) provide a transfer agent and registrar for all Common Shares and a CUSIP number for all Common Shares; (F) otherwise comply with all applicable rules and regulations of the SEC, the NYSE and any other exchange or quotation service on which the Common Shares are obligated to be listed or quoted under this Agreement; and (G) file the documents required of the Company and otherwise obtain and maintain requisite blue sky clearance in (x) New York and all other jurisdictions in which any of the shares of Common Stock under the 1933 Act on any forms were originally sold and (y) all other than on Form S-4 or S-8states specified in writing by Purchaser, or any successor or similar formsprovided, and the registration form however, that as to be used may be used for the registration of Registrable Securities this clause (a "Piggyback Registration"y), the Company shall give prompt written notice not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented. Purchaser shall have the right to approve the description of the selling stockholder, plan of distribution and all other references to Purchaser and its affiliates contained in each Registration Statement and Prospectus. (d) The Company shall furnish to Purchaser upon request a reasonable number of copies of a supplement to or an amendment of any Prospectus as may be necessary in order to facilitate the public sale or other disposition of all or any of the Common Shares by Purchaser or any of its affiliates pursuant to the Vendor Registration Statement. (e) With a view to making available to Purchaser and its affiliates the benefits of Rule 144 under the Securities Act ("Rule 144") and Form S-3 under the Securities Act, the Company covenants and agrees to: (A) make and keep available adequate current public information (within the meaning of Rule 144(c)) concerning the Company, until the earlier of (x) the first (1st) anniversary of the issuance of the last Common Share to be issued hereunder and under the Warrants and (y) such date as all of the Common Shares issued or issuable hereunder and upon exercise of the Warrants shall have been resold by Purchaser or any of its intention affiliates; and (B) furnish to effect such Purchaser upon request, as long as Purchaser owns any Common Shares, (x) a registration and shall include (subject to the provisions hereof) in such registration all Registrable Securities with respect to which written statement by the Company that it has received written requests for inclusion therein within 10 business days after complied with the receipt reporting requirements of the Company's notice. 2.2 If Securities Act and the Exchange Act, (y) a Piggyback Registration is an underwritten primary distribution registration on behalf copy of the most recent annual or quarterly report of the Company, and the managing underwriters advise the Company (z) such other information as may be reasonably requested in writing thatorder to avail Purchaser and its affiliates of Rule 144 or Form S-3 with respect to such Common Shares. (f) Notwithstanding anything else in this Section 6, in their opinionif, the number of securities requested at any time during which a Prospectus is required to be included delivered in such distribution or registration exceeds connection with the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability sale of the offeringany Common Share, the Company shall include determines in good faith and upon the advice of its outside counsel that a development has occurred or a condition exists as a result of which the Registration Statement or the Prospectus contains a material misstatement or omission, or that a material transaction in which the Company is engaged or proposes to engage would require an immediate amendment to the Registration Statement, a supplement to the Prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be premature or injurious to the consummation of the transaction, the Company will immediately notify Purchaser thereof by telephone and in writing. Upon receipt of such notification, Purchaser and its affiliates will immediately suspend all offers and sales of any Common Shares pursuant to the Registration Statement. In such event, the Company will amend or supplement the Registration Statement and the Prospectus or make such filings or public disclosures as promptly as practicable and will take such other steps as may be required to permit sales of the Common Shares thereunder by Purchaser and its affiliates in accordance with applicable federal and state securities laws. The Company will promptly notify Purchaser after it has determined in good faith that such sales have become permissible in such distribution or registration all or a portion manner and will promptly deliver copies of the following securities Registration Statement and the Prospectus (as so amended or supplemented, if applicable) to Purchaser in accordance with paragraphs (c) and (d) of this Section 6. Notwithstanding the foregoing, (A) under no circumstances shall the Company be entitled to exercise its right to suspend sales of any Common Shares as provided in this Section 6(f) and pursuant to the Registration Statement more than twice in any twelve (12) month period, (B) the period during which such sales may be suspended (each a "Blackout Period") at any time shall not exceed thirty (30) calendar days, and (C) no Blackout Period may commence less than thirty (30) calendar days after the end of the preceding Blackout Period. (g) Upon the commencement of a Blackout Period pursuant to this Section 6, Purchaser will notify the Company of any contract to sell, assign, deliver or otherwise transfer any Common Share (each a "Sales Contract") that Purchaser or any of its affiliates has entered into prior to the commencement of such Blackout Period and that would require delivery of such Common Shares during such Blackout Period, which notice will contain the aggregate sale price and quantity of Common Shares pursuant to such Sales Contract. Upon receipt of such notice, the Company will immediately notify Purchaser of its election either to (i) terminate the Blackout Period and, as promptly as practicable, amend or supplement the Registration Statement or the Prospectus in order to correct the material misstatement or omission and deliver to Purchaser copies of each amended or supplemented Registration Statement and Prospectus in accordance with paragraphs (c) and (d) of this Section 6, or (ii) continue the Blackout Period in accordance with this paragraph. If the Company elects to continue the Blackout Period (or the Company elects to terminate the Blackout Period, but the Blackout Period is not terminated before the latest date that Purchaser may consummate the transaction contemplated by the Sales Contract), and Purchaser or any of its affiliates are therefore unable to consummate the sale of Common Shares pursuant to the Sales Contract, the Company will promptly indemnify each Purchaser Indemnified Party (as such term is defined in Section 17(a) below) against any Proceeding (as such term is defined in Section 17(a) below) that each Purchaser Indemnified Party may incur arising out of or in connection with Purchaser's breach or alleged breach of any such Sales Contract, and the Company shall reimburse each Purchaser Indemnified Party for any reasonable costs or expenses (including legal fees) incurred by such party in investigating or defending any such Proceeding. (h) In addition to any other remedies available to Purchaser under this Agreement or at law or equity, if the Company fails to file any Registration Statement by the dates set forth in Section 6(a), or any Registration Statement has not been declared effective by the dates set forth in Section 6(a), or such Registration Statement is not available with respect to all Common Shares at any time on or after the effectiveness thereof (except during a Blackout Period permitted under Section 6(f)) (each, a "Registration Failure") the Company shall pay to Purchaser an amount equal to the Registration Failure Percentage multiplied by the Registration Failure Amount with respect to each thirty (30)-day period or part thereof during which a Registration Failure shall have occurred or be continuing. Separate payment shall be due for each such thirty (30)-day period and no credit shall be given for any payment made in any prior period. The full amount of the payment for any thirty (30)-day period described above shall become due if the Registration Failure continues on the first day of each such thirty (30)-day period (i.e., for a Registration Failure on day 1, 31, 61, 91, 121, etc.). The Registration Failure shall be deemed to be continuing unless and until timely payment has been made under this Section 6(h). The payments described above shall be made by wire transfer of immediately available funds no later than five (5) days after and excluding the earlier of (x) the date on which the Registration Failure shall have been cured and (y) the last day of each thirty (30)-day period after the occurrence of a Registration Failure. For purposes of this Section 6(h), the term "Registration Failure Percentage" means the amount set forth in the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities intable:

Registration Provisions. 2.1 If If, the Company, at any time within a period of either (a) four (4) years from the date hereof to the extent that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(c) of the Asset Purchaser Agreement or (b) five (5) years from the date hereof to the extent that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(e) of the Asset Purchase Agreementhereof, proposes to register any of its Common Stock equity securities under the 1933 Act on any forms other than on Form S-4 or S-8S-B, or any successor or similar forms, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), the Company shall give prompt written notice to the Vendor Vendors of its intention to effect such a registration and shall include (subject to the provisions hereof) in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business days after the receipt of the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability of the offering, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority to the extent that the managing underwriters deem advisable; : (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback piggy back rights superior prior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor The Vendors requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the The Company shall include in such registration or distribution securities inin the following priority to the extent that the managing underwriters deem advisable: (i) first, the securities requested to be included therein by the holders requesting such distribution or registration; and (ii) second, the Registrable Securities requested to be included in such distribution or registration. 2.4 It is hereby expressly agreed by the parties hereto that all of the Vendors' rights and privileges as set forth in this Section 2 and elsewhere herein shall enure to the benefit of and may be exercised by the Vendors both in respect of shares of Common Stock which they may hold at the relevant time and in respect of shares of Common Stock which they may hold in the future upon the exercise of the rights and privileges attached to the Special Shares held by them, provided that, in such latter case, at the time that they exercise the rights and privileges as set forth in this Section 2 or elsewhere herein, they also covenant in favour of the Company to deliver the appropriate number of shares of Common Stock to the relevant parties at the relevant time.

Registration Provisions. 2.1 If a. Newpark shall as soon as practicable and at its own expense, but in no event later than thirty (30) days after the CompanyClosing Date, file a Registration Statement (as defined below) under the Securities Act covering the resale of all of the Common Shares and shall use its best efforts to cause such Registration Statement to be declared effective not later than the 75th day following the Closing Date (the "Required Registration Date"). The obligations to have the Registration Statement declared effective and to maintain such effectiveness as provided in this Section 4 (subject to any Blackout Period that does not constitute a Blackout Violation) are referred to herein as the "Registration Requirement." Pursuant to the preceding sentence, Newpark shall register pursuant to such Registration Statement not less than the number of shares of Common Stock equal at least to 1.5 times the total number of Common Shares issued or issuable under this Agreement (including all shares issued or issuable under the Preferred Shares, whether upon conversion, as dividends within the year following such date (assuming that all dividends are made as required in the Certificate of Rights and Preferences and are made in Common Stock) or otherwise on an as-converted basis as of such date) (the "Registrable Amount"). Newpark shall promptly amend such Registration Statement (or, if necessary, file a new Registration Statement) at any time within a period of either (a) four (4) years from the date hereof to the extent that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(cnumber of Common Shares issued and issuable under this Agreement exceeds eighty percent (80%) of the Asset Purchaser Agreement or (b) five (5) years from the date hereof to the extent number of shares then registered so that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(eRegistrable Amount (as determined on such date) of the Asset Purchase Agreement, proposes to register any of its Common Stock under the 1933 Act on any forms other than on Form S-4 or S-8, or any successor or similar forms, Shares shall be registered and freely tradable. b. Each Common Share is a "Covered Security" and the registration form statement filed or required to be used may be used for filed under the registration of Registrable Securities (a Act in accordance with Section 4(a) hereof is referred to as the "Piggyback RegistrationRegistration Statement"), the Company . Newpark shall give provide prompt written notice to Flet▇▇▇▇ ▇▇▇n the Vendor Registration Statement has been declared effective by the SEC. c. Newpark will use its best efforts to: (A) keep the Registration Statement effective until the earlier of (x) the later of (i) the second anniversary of the issuance of the last Covered Security that may be issued, or (ii) such time as all of the Covered Securities issued or issuable to Flet▇▇▇▇ ▇▇▇ be sold by Flet▇▇▇▇ ▇▇ any of its intention affiliates within a three (3)-month period without compliance with the registration requirements of the Securities Act pursuant to effect Rule 144 under the Securities Act ("Rule 144") or (y) the date all of the Covered Securities issued or issuable shall have been sold by Flet▇▇▇▇; (B) prepare and file with the SEC such a registration amendments and shall include (subject supplements to the Registration Statement and the prospectus used in connection with the Registration Statement (as so amended and supplemented from time to time, the "Prospectus") as may be necessary to comply with the provisions hereof) in such registration all Registrable of the Securities Act with respect to the disposition of all Covered Securities by Flet▇▇▇▇ ▇▇ any of its affiliates; (C) furnish such number of Prospectuses and other documents incident thereto, including any amendment of or supplement to the Prospectus, as Flet▇▇▇▇ from time to time may reasonably request; (D) cause all Covered Securities to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by Newpark are then listed or quoted; (E) provide a transfer agent and registrar for all Covered Securities and a CUSIP number for all Covered Securities; (F) otherwise comply with all applicable rules and regulations of the SEC, the New York Stock Exchange and any other exchange or quotation service on which the Company has received written requests for inclusion therein within 10 business days after the receipt of the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested Covered Securities are obligated to be included in such distribution listed or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability of the offering, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rightsquoted under this Agreement; and (iiiG) thirdfile the documents required of Newpark and otherwise obtain and maintain requisite blue sky clearance in (x) New York, the Registrable Securities Delaware and all other jurisdictions in which any of the Vendor requested shares of Common Stock were originally sold and (y) all other states specified in writing by Flet▇▇▇▇, ▇▇ovided, however, that as to this clause (y), Newpark shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented. Flet▇▇▇▇ ▇▇▇ll have the right to approve the description of the plan of distribution and all other references to Flet▇▇▇▇ ▇▇▇tained in any Registration Statement and any Prospectus. d. Newpark shall furnish to Flet▇▇▇▇ ▇▇▇n request a reasonable number of copies of a supplement to or an amendment of any Prospectus as may be necessary in order to facilitate the public sale or other disposition of all or any of the Covered Securities by Flet▇▇▇▇ ▇▇ any of its affiliates pursuant to the Registration Statement. e. With a view to making available to Flet▇▇▇▇ ▇▇▇ its affiliates the benefits of Rule 144 and Form S-3 under the Securities Act, Newpark covenants and agrees to: (A) make and keep available adequate current public information (within the meaning of Rule 144(c)) concerning Newpark, until the earlier of (x) the second anniversary of the issuance of the last Covered Security to be included in issued or (y) such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights date as all of the Vendor Covered Securities shall have been resold by Flet▇▇▇▇ ▇▇ any of its affiliates; and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities(B) furnish to Flet▇▇▇▇ ▇▇▇n request, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registrationas long as Flet▇▇▇▇ ▇▇▇s any Covered Securities, the Company shall include in such registration or distribution securities in(x)

Registration Provisions. 2.1 If (a) The Company shall at its own expense and as soon as practicable, but in no event later than June 30, 2004, file a registration statement (the Company“First Registration Statement”) under the Securities Act covering the resale of 1,711,164 Common Shares issuable under this Agreement (including shares issued or issuable upon conversion or redemption of the Series B Preferred Shares,including any Series B Preferred Shares subject to unexercised ▇▇▇▇▇▇▇▇ Rights, as if such ▇▇▇▇▇▇▇▇ Rights had been exercised on such date) and shall use its best efforts to cause such First Registration Statement to be declared effective as soon as practicable and in all events no later than August 30, 2004 (or thirty (30) days after such date if the SEC reviews and comments on the First Registration Statement). The Company shall at its own expense and as soon as practicable, but in no event later than the earlier of (i) two hundred and seventy (270) days after the date of this Agreement and (ii) ten (10) days after and excluding the date on which the ▇▇▇▇▇▇▇▇ Rights become exercisable, file a registration statement (the “Second Registration Statement” and, together with the First Registration Statement, the “Required Registration Statements”) under the Securities Act covering the resale of the number of Common Shares equal to one hundred twenty-five percent (125%) of the total number of Common Shares issuable under this Agreement (including all shares issued or issuable upon conversion or redemption of the Series B Preferred Shares,including any Series B Preferred Shares subject to unexercised ▇▇▇▇▇▇▇▇ Rights, as if such ▇▇▇▇▇▇▇▇ Rights had been exercised on such date), less any shares then registered under the Initial Registration Statement, and shall use its best efforts to cause such Second Registration Statement to be declared effective as soon as practicable and in all events no later than sixty (60) days after (or ninety (90) days after, if the SEC review and comments on the Second Registration Statement) the earlier of (i) the first anniversary of the date of this Agreement and (ii) ten (10) days after and excluding the date on which the ▇▇▇▇▇▇▇▇ Rights become exercisable. From and after the effective date of the Second Registration Statement, the Company shall promptly file a new Required Registration Statement at any time within a period of either (a) four (4) years from the date hereof to the extent that the Vendor elects number of Common Shares issued or issuable under this Agreement (including all shares issued or issuable upon conversion or redemption of the Series B Preferred Shares,including any Series B Preferred Shares subject to receive unexercised ▇▇▇▇▇▇▇▇ Rights, as if such ▇▇▇▇▇▇▇▇ Rights had been exercised on such date) on an as-converted or, if greater, an as-redeemed basis, as of such date (the 2001 Final Payment pursuant to Section 205(c“Registrable Number”) exceeds eighty percent (80%) of the Asset Purchaser Agreement or number of shares then registered so that the Registrable Number (as determined on such date) of Common Shares shall be registered and freely tradable. The obligations to file such Required Registration Statements, to have such Required Registration Statements declared effective and to maintain such effectiveness as provided in this Section 5 are referred to herein as the “Registration Requirement.” (b) five Each Common Share is a “Covered Security.” The Company shall provide prompt written notice to ▇▇▇▇▇▇▇▇ when any Required Registration Statement has been declared effective by the SEC. (5c) years from The Company will use its best efforts to: (i) keep the date hereof to Required Registration Statements effective until the extent that earlier of (A) the Vendor elects to receive later of (1) the 2002 Final Payment pursuant to Section 2.05(e) second anniversary of the Asset Purchase Agreementissuance of the last Covered Security that may be issued, proposes or (2) such time as all of the Covered Securities issued or issuable to register ▇▇▇▇▇▇▇▇ can be sold by ▇▇▇▇▇▇▇▇ or any of its affiliates within a three (3)-month period without compliance with the registration requirements of the Securities Act pursuant to Rule 144 under the Securities Act (“Rule 144”) or (B) the date on which all of the Covered Securities issued or issuable shall have been sold by ▇▇▇▇▇▇▇▇ (such later period, the “Registration Period”); (ii) prepare and file with the SEC such amendments and supplements to the Required Registration Statements and the prospectuses used in connection with the Required Registration Statements (as so amended and supplemented from time to time, the “Prospectuses”) as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Covered Securities by ▇▇▇▇▇▇▇▇ or any of its affiliates; (iii) furnish such number of Prospectuses and other documents incident thereto, including any amendment of or supplement to such Prospectuses, as ▇▇▇▇▇▇▇▇ from time to time may reasonably request; (iv) cause all Covered Securities to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (v) provide a transfer agent and registrar for all Covered Securities and a CUSIP number for all Covered Securities; (vi) otherwise comply with all applicable rules and regulations of the SEC, the Nasdaq National Market and any other exchange or quotation service on which the Covered Securities are obligated to be listed or quoted under this Agreement; and (vii) file the documents required of the Company and otherwise obtain and maintain requisite blue sky clearance in (A) all jurisdictions in which any of the shares of Common Stock under the 1933 Act on any forms were originally sold and (B) all other than on Form S-4 or S-8states specified in writing by ▇▇▇▇▇▇▇▇, or any successor or similar formsprovided, and the registration form however, that as to be used may be used for the registration of Registrable Securities this clause (a "Piggyback Registration"B), the Company shall give prompt written notice not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented. ▇▇▇▇▇▇▇▇ shall have the right to approve the description of the selling stockholder, plan of distribution and all other references to ▇▇▇▇▇▇▇▇ contained in the Required Registration Statements and Prospectuses. (d) The Company shall furnish to ▇▇▇▇▇▇▇▇ upon request a reasonable number of copies of a supplement to or an amendment of each Prospectus as may be necessary in order to facilitate the public sale or other disposition of all or any of the Covered Securities by ▇▇▇▇▇▇▇▇ or any of its affiliates pursuant to the Vendor Required Registration Statements. (e) With a view to making available to ▇▇▇▇▇▇▇▇ and its affiliates the benefits of its intention to effect such a registration Rule 144 and shall include (subject to Form S-3 under the provisions hereof) in such registration all Registrable Securities with respect to which Act, the Company covenants and agrees to: (i) make and keep available adequate current public information (within the meaning of Rule 144(c)) concerning the Company during the Registration Period; and (ii) furnish to ▇▇▇▇▇▇▇▇ upon request, as long as ▇▇▇▇▇▇▇▇ owns any Covered Securities, (A) a written statement by the Company that it has received written requests for inclusion therein within 10 business days after complied with the receipt reporting requirements of the Company's notice. 2.2 If Securities Act and the Exchange Act, (B) a Piggyback Registration is an underwritten primary distribution registration on behalf copy of the most recent annual or quarterly report of the Company, and the managing underwriters advise the Company (C) such other information as may be reasonably requested in writing thatorder to avail ▇▇▇▇▇▇▇▇ and its affiliates of Rule 144 or Form S-3 with respect to such Covered Securities. (f) Notwithstanding anything else in this Section 5, in their opinionif, the number of securities requested at any time during which a Prospectus is required to be included delivered in such distribution or registration exceeds connection with the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability sale of the offeringany Covered Security, the Company shall include determines in good faith and upon advice of counsel that a development has occurred or a condition exists as a result of which any Required Registration Statement or Prospectus contains a material misstatement or omission, or that a material transaction in which the Company is engaged or proposes to engage would require an immediate amendment to any Required Registration Statement, a supplement to such Prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be premature or injurious to the consummation of the transaction, the Company will immediately notify ▇▇▇▇▇▇▇▇ thereof by telephone and in writing. Upon receipt of such notification, ▇▇▇▇▇▇▇▇ and its affiliates will immediately suspend all offers and sales of any Covered Security pursuant to such Required Registration Statement. In such event, the Company will amend or supplement such Required Registration Statement and Prospectus or make such filings or public disclosures as promptly as practicable and will use its best efforts to take such other steps as may be required to permit sales of all Covered Securities thereunder by ▇▇▇▇▇▇▇▇ and its affiliates in accordance with applicable federal and state securities laws. The Company will promptly notify ▇▇▇▇▇▇▇▇ after it has determined in good faith that such sales have become permissible in such distribution manner and will promptly deliver copies of each Required Registration Statement and Prospectus (as so amended or registration all supplemented, if applicable) to ▇▇▇▇▇▇▇▇ in accordance with paragraphs (c) and (d) of this Section 5. Notwithstanding the foregoing, (i) under no circumstances shall the Company be entitled to exercise its right to suspend sales of any Covered Securities as provided in this Section 5(f) and pursuant to any Required Registration Statement more than twice in any twelve (12)-month period, (ii) the period during which such sales may be suspended (each a “Blackout Period”) at any time shall not exceed forty-five (45) days, (iii) the Blackout Periods in any twelve (12)-month period shall not exceed sixty (60) days, in the aggregate, and (iv) no Blackout Period may commence less than thirty (30) days after the end of the preceding Blackout Period. If the Registration Requirement is not satisfied at any time, or if any Blackout Period shall exceed the frequency or duration limitation set forth in clause (i), (ii), (iii) or (iv) (a “Blackout Violation”), then for each month or portion thereof in which the Registration Requirement is not satisfied or a portion Blackout Violation occurs or continues (a “Violation Period”): (A) any Conversion Price fixed prior to the commencement of such Violation Period shall be permanently decreased by five percent (5%), compounded monthly; and (B) the price at which the Conversion Price would otherwise be fixed in each Subsequent Certificate filed subsequent to the end of the following securities Violation Period shall be decreased by five percent (5%), as if such amount had been compounded monthly during the Violation Period; provided, however, that if (i) the Violation Period arises solely as a result of a failure to have a Required Registration Statement declared effective by the relevant date set forth in Section 5(a) and (ii) such failure is due to the SEC commenting on such Required Registration Statement, then (x) the adjustments set forth in (A) and (B) shall not apply during the first thirty (30) days of such Violation Period and (y) the Dividend Rate (as defined in the following priority Series B-1 Certificate and each Subsequent Certificate) during the first thirty (30) days of such Violation Period shall equal the greater of (I) the Dividend Rate previously in effect and (II) fifteen percent (15%) per annum. In addition, for each day or portion thereof in which the Registration Requirement is not satisfied or a Blackout Violation occurs or continues and if the ▇▇▇▇▇▇▇▇ Rights are then exercisable, the ▇▇▇▇▇▇▇▇ Rights Period shall be extended (to the extent that it has not previously expired) by one day, and, for every Blackout Period (whether or not such Blackout Period constitutes or results in a Blackout Violation), the managing underwriters deem advisable; ▇▇▇▇▇▇▇▇ Rights Period shall be extended by a number of days such that ▇▇▇▇▇▇▇▇ shall have no less than ninety (90) Business Days to exercise the ▇▇▇▇▇▇▇▇ Rights, in whole or in part, after all Required Registration Statements are effective or reinstated, or the Blackout Period ceases to exist, as the case may be. The provisions of this section shall be in addition to any other remedies that may be available to ▇▇▇▇▇▇▇▇ under law or under this Agreement. (g) Upon the commencement of a Blackout Period pursuant to this Section 5, ▇▇▇▇▇▇▇▇ will notify the Company of any contract to sell, assign, deliver or otherwise transfer any Covered Security (each a “Sales Contract”) that ▇▇▇▇▇▇▇▇ or any of its affiliates has entered into prior to the commencement of such Blackout Period and that would require delivery of such Covered Securities during such Blackout Period, which notice will contain the aggregate sale price and volume of Covered Securities pursuant to such Sales Contract. Upon receipt of such notice, the Company will immediately notify ▇▇▇▇▇▇▇▇ of its election either to (i) firstterminate the Blackout Period and, as promptly as practicable, amend or supplement the securities Required Registration Statements or Prospectuses in order to correct the Company proposes material misstatement or omission and deliver to sell; ▇▇▇▇▇▇▇▇ copies of each amended or supplemented Required Registration Statement and each Prospectus in accordance with paragraphs (c) and (d) of this Section 5, or (ii) secondcontinue the Blackout Period in accordance with this paragraph. If the Company elects to continue the Blackout Period (or the Company elects to terminate the Blackout Period, those securities granted but the Blackout Period is not terminated before the latest date that ▇▇▇▇▇▇▇▇ may consummate the transaction contemplated by the Sales Contract), and ▇▇▇▇▇▇▇▇ or any of its affiliates are therefore unable to any party or parties which obtained or subsequently obtain piggyback rights superior consummate the sale of Covered Securities pursuant to the Vendor and is exercising such rights; and (iii) thirdSales Contract, the Registrable Securities Company will promptly indemnify each ▇▇▇▇▇▇▇▇ Indemnified Party (as such term is defined in Section 18(a) below) against any Proceeding (as such term is defined in Section 18(a) below) that each ▇▇▇▇▇▇▇▇ Indemnified Party may incur arising out of the Vendor requested to be included or in such registration, pro rata connection with the applicable securities ▇▇▇▇▇▇▇▇’▇ breach or alleged breach of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securitiesSales Contract, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include reimburse each ▇▇▇▇▇▇▇▇ Indemnified Party for any reasonable costs or expenses (including reasonable legal fees) incurred by such party in investigating or defending any such registration or distribution securities inProceeding.

Registration Provisions. 2.1 If a. Newpark shall as soon as practicable and at its own expense, but in no event later than thirty (30) days after the CompanyClosing Date, file a Registration Statement (as defined below) under the Securities Act covering the resale of all of the Common Shares and shall use its best efforts to cause such Registration Statement to be declared effective not later than the 75th day following the Closing Date (the "Required Registration Date"). The obligations to have the Registration Statement declared effective and to maintain such effectiveness as provided in this Section 4 (subject to any Blackout Period that does not constitute a Blackout Violation) are referred to herein as the "Registration Requirement." Pursuant to the preceding sentence, Newpark shall register pursuant to such Registration Statement not less than the number of shares of Common Stock equal at least to the sum of (x) the 1,900,000 Common Shares initially issuable under the Warrant plus (y) all Common Shares that may become issuable under the Warrant pursuant to Sections 2, 3 and 4 thereof plus (z) (1) 1.5 times (2) the total number of Common Shares issued or issuable under this Agreement excluding the Warrant (including all shares issued or issuable under the Preferred Shares, whether upon conversion, as dividends within the year following such date (assuming that all dividends are made as required in the Certificate of Rights and Preferences and are made in Common Stock) or otherwise on an as-converted basis as of such date) (the "Registrable Number"). Newpark shall promptly amend such Registration Statement (or, if necessary, file a new Registration Statement) at any time within a period of either (a) four (4) years from the date hereof to the extent that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(cnumber of Common Shares issued and issuable under this Agreement exceeds eighty percent (80%) of the Asset Purchaser Agreement or (b) five (5) years from the date hereof to the extent number of shares then registered so that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(eRegistrable Number (as determined on such date) of the Asset Purchase Agreement, proposes to register any of its Common Stock under the 1933 Act on any forms other than on Form S-4 or S-8, or any successor or similar forms, Shares shall be registered and freely tradable. b. Each Common Share is a "Covered Security" and the registration form statement filed or required to be used may be used for filed under the registration of Registrable Securities (a Act in accordance with Section 4.a hereof is referred to as the "Piggyback RegistrationRegistration Statement"), the Company . Newpark shall give provide prompt written notice to Flet▇▇▇▇ ▇▇▇n the Vendor Registration Statement has been declared effective by the SEC. c. Newpark will use its best efforts to: (A) keep the Registration Statement effective until the earlier of (x) the later of (i) the second anniversary of the issuance of the last Covered Security that may be issued, or (ii) such time as all of the Covered Securities issued or issuable to Flet▇▇▇▇ ▇▇▇ be sold by Flet▇▇▇▇ ▇▇ any of its intention affiliates within a three (3)-month period without compliance with the registration requirements of the Securities Act pursuant to effect Rule 144 under the Securities Act ("Rule 144") or (y) the date all of the Covered Securities issued or issuable shall have been sold by Flet▇▇▇▇; (B) prepare and file with the SEC such a registration amendments and shall include (subject supplements to the Registration Statement and the prospectus used in connection with the Registration Statement (as so amended and supplemented from time to time, the "Prospectus") as may be necessary to comply with the provisions hereof) in such registration all Registrable of the Securities Act with respect to the disposition of all Covered Securities by Flet▇▇▇▇ ▇▇ any of its affiliates; (C) furnish such number of Prospectuses and other documents incident thereto, including any amendment of or supplement to the Prospectus, as Flet▇▇▇▇ from time to time may reasonably request; (D) cause all Covered Securities to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by Newpark are then listed or quoted; (E) provide a transfer agent and registrar for all Covered Securities and a CUSIP number for all Covered Securities; (F) otherwise comply with all applicable rules and regulations of the SEC, the New York Stock Exchange and any other exchange or quotation service on which the Company has received written requests for inclusion therein within 10 business days after the receipt of the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested Covered Securities are obligated to be included in such distribution listed or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability of the offering, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rightsquoted under this Agreement; and (iiiG) thirdfile the documents required of Newpark and otherwise obtain and maintain requisite blue sky clearance in (x) New York, the Registrable Securities Delaware and all other jurisdictions in which any of the Vendor requested shares of Common Stock were originally sold and (y) all other states specified in writing by Flet▇▇▇▇, ▇▇ovided, however, that as to this clause (y), Newpark shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented. Flet▇▇▇▇ ▇▇▇ll have the right to approve the description of the plan of distribution and all other references to Flet▇▇▇▇ ▇▇▇tained in any Registration Statement and any Prospectus. d. Newpark shall furnish to Flet▇▇▇▇ ▇▇▇n request a reasonable number of copies of a supplement to or an amendment of any Prospectus as may be necessary in order to facilitate the public sale or other disposition of all or any of the Covered Securities by Flet▇▇▇▇ ▇▇ any of its affiliates pursuant to the Registration Statement. e. With a view to making available to Flet▇▇▇▇ ▇▇▇ its affiliates the benefits of Rule 144 and Form S-3 under the Securities Act, Newpark covenants and agrees to: (A) make and keep available adequate current public information (within the meaning of Rule 144(c)) concerning Newpark, until the earlier of (x) the second anniversary of the issuance of the last Covered Security to be included in issued or (y) such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights date as all of the Vendor Covered Securities shall have been resold by Flet▇▇▇▇ ▇▇ any of its affiliates; and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities(B) furnish to Flet▇▇▇▇ ▇▇▇n request, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities inas long as Flet▇▇▇▇ ▇▇▇s any Covered

Registration Provisions. 2.1 If (a) The Company will keep the CompanyRegistration Statement continuously effective for so long as any Common Shares continues to be issuable hereunder, under the Certificate of Rights and Preferences, upon conversion or redemption of or as dividends under the Preferred Stock or upon exercise of the Warrant. In the event that the Company fails to maintain the effectiveness and availability of the Registration Statement at any time within during the period described above, the Company will promptly provide notice thereof to ▇▇▇▇▇▇▇▇. (b) The Company will prepare and file with the SEC such amendments and supplements to, or replacements of, the Registration Statement and the prospectus used in connection with the Registration Statement (as so amended and supplemented from time to time, the "Prospectus") as may be necessary to comply with the provisions of the Securities Act with respect to the issuance of the Preferred Stock and all Common Shares. (c) The Company will cause all Common Shares to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted. (d) The Company will provide a transfer agent for all Common Shares and a CUSIP number for all Common Shares. (e) The Company will otherwise comply with all applicable rules and regulations of the SEC, FINRA and the New York Stock Exchange and any other exchange or quotation service on which the Common Stock are obligated to be listed or quoted under this Agreement. (f) In addition to any other remedies available to ▇▇▇▇▇▇▇▇ under this Agreement, under the Warrant or at law or equity, if the Registration Statement is not available with respect to all Common Shares at any time during the period described in Section 5(a) (each, a "Registration Failure"), then the Company shall pay to ▇▇▇▇▇▇▇▇ an amount determined as follows: and Been Continuing Amount of either Payment 1 - 30 days 1.50% of the Amounts paid by ▇▇▇▇▇▇▇▇ under this Agreement and the Warrant under this Agreement and the Warrant 61 - 90 days 2.00% of the Amounts paid by ▇▇▇▇▇▇▇▇ under this Agreement and the Warrant 91 - 120 days 2.25% of the Amounts paid by ▇▇▇▇▇▇▇▇ under this Agreement and the Warrant each thirty-day period thereafter an amount equal to the product of (a) four the sum of (4x) years from the date hereof to percentage used in determining the extent that payment amount for the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(cimmediately preceding 30-day period plus (y) of the Asset Purchaser Agreement or 0.25% and (b) the Amounts paid by ▇▇▇▇▇▇▇▇ under this Agreement and the Warrant The payment described above shall be made by wire transfer of immediately available funds no later than five (5) years from days after and excluding the earlier of (x) the date hereof to on which the extent Registration Failure shall have been cured and (y) the last day of each thirty (30)-day period described above. Separate payment shall be due for each thirty (30)-day period (or, in the event that the Vendor elects Registration Failure is cured, for the relevant portion thereof) and no credit shall be given for any payment made in any prior period. The Registration Failure shall be deemed to receive be continuing unless and until timely payment has been made under this Section 5(f). (g) The Company shall not grant any right of registration under the 2002 Final Payment pursuant Securities Act relating to Section 2.05(e) of the Asset Purchase Agreement, proposes to register any of its Common Stock under the 1933 Act on securities to any forms Person other than on Form S-4 or S-8, or any successor or similar forms, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), the Company shall give prompt written notice to the Vendor of its intention to effect ▇▇▇▇▇▇▇▇ if such a registration and shall include (subject to the provisions hereof) in such registration all Registrable Securities rights conflict with respect to which the Company has received written requests for inclusion therein within 10 business days after the receipt of the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability of the offering, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights▇▇▇▇▇▇▇▇ under this Agreement. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities in

Registration Provisions. 2.1 If The Company shall, as soon as practicable and at its own expense, but in no event later than February 25, 2004, file a registration statement under the CompanySecurities Act covering the resale of all of the Common Shares (such registration statement, at together with all amendments and supplements thereto and any time within a period of either (a) four (4) years from the date hereof replacement registration statement with respect thereto or with respect to the extent that Common Shares covered thereby, the Vendor elects "Initial Registration Statement"). Pursuant to receive the 2001 Final Payment preceding sentence, the Company shall register pursuant to Section 205(cthe Initial Registration Statement a number of shares of Common Stock at least equal to the sum of (i) the quotient of the Initial Investment divided by the product of (A) the Agreement Date Price (measured as of the filing date of the Initial Registration Statement) multiplied by (B) eight tenths (0.80), plus (ii) the quotient of $26,000,000 divided by the product of (A) the Agreement Date Price multiplied by (B) eight tenths (0.80); provided, however, that if the Stockholder Consent has not been obtained prior to the effectiveness of the Initial Registration Statement, the Company shall register pursuant to such Initial Registration Statement not less than 5,550,830 shares of Common Stock, representing nineteen and ninety-nine one hundredths percent (19.99%) of the Asset Purchaser Agreement or (b) five (5) years from shares of Common Stock outstanding as of the date hereof of this Agreement (the "Original Number"). The Company shall use its best efforts to cause such Initial Registration Statement to be declared effective as soon as practicable, but not later than April 25, 2004 (or, in the event that the SEC elects to review such Initial Registration Statement, May 25, 2004). The Company shall provide prompt written notice to ▇▇▇▇▇▇▇▇ if the SEC elects to review such Initial Registration Statement. Notwithstanding anything in this Agreement to the extent contrary, (x) in the event of an SEC Rejection (as defined in Section 4(l)) relating to the Initial Registration Statement stating that the Vendor elects SEC will not permit the Company to receive register the 2002 Final Payment resale of Common Shares issuable upon exercise of the MTI Additional Investment Rights, the Company shall only be obligated to register pursuant to the Initial Registration Statement the number of shares under Section 2.05(e4(a)(i) of above, and (y) in the Asset Purchase Agreement, proposes event such SEC Rejection referred to in the preceding clause (x) does not expressly state that the SEC will permit the Company to register any the resale of its Common Stock Shares issuable under this Agreement (disregarding for these purposes shares issuable under the 1933 Act on any forms other than on Form S-4 Certificate or S-8, or any successor or similar forms, and with respect to the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"MTI Additional Investment Rights), the Company shall give only be obligated to register pursuant to the Initial Registration Statement 1,418,842 Common Shares. If the Stockholder Consent is obtained after the effective date of the Initial Registration Statement, then the Company shall, at its own expense and no later than ten (10) days after and excluding the date on which the Stockholder Consent is obtained, file a registration statement under the Securities Act covering the resale of all of the Common Shares not previously registered pursuant to the Initial Registration Statement (such registration statement, together with all amendments and supplements thereto and any replacement registration statement with respect thereto or with respect to the Common Shares covered thereby, the "Consent Registration Statement"). Pursuant to the preceding sentence, the Company shall register pursuant to the Consent Registration Statement a number of shares of Common Stock at least equal to the difference between (i) the quotient of (A) thirty-eight million dollars ($38,000,000) divided by (B) the product of (x) the Amendment Date Price (as defined in the Certificate) (measured as of the filing date of the Consent Registration Statement) multiplied by (y) eight-tenths (0.80) and (ii) the number of shares registered pursuant to the Initial Registration Statement or any other effective Registration Statement (as defined in Section 4(d)); provided, however, that in no event shall the Company be required to register pursuant to the Registration Statements in the aggregate more than 8,330,411 Common Shares, representing thirty percent (30%) of the Original Number. The Company shall use its best efforts to cause the Consent Registration Statement to be declared effective as soon as practicable, but not later than seventy (70) days after and excluding the date on which the Stockholder Consent is obtained (or, in the event that the SEC elects to review such Initial Registration Statement, one hundred (100) days after and excluding the date on which the Stockholder Consent is obtained). The Company shall provide prompt written notice to ▇▇▇▇▇▇▇▇ if the Vendor of its intention SEC elects to effect review such a registration and shall include (subject Consent Registration Statement. Notwithstanding anything in this Agreement to the provisions hereof) in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business days after the receipt of the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Company, and the managing underwriters advise the Company in writing thatcontrary, in their opinion, the number event of securities requested to be included in such distribution or registration exceeds the number which can be sold in (1) an orderly manner in such offering within a price range acceptable SEC Rejection relating to the Company Initial Registration Statement, or without adversely affecting the marketability of the offering(2) an SEC Rejection relating to any other Registration Statement, the Company shall include have no further obligations under this Section 4(b) and shall instead be obligated to register such shares, if and when issued, in such distribution or registration all or a portion accordance with Section 4(n). At any time after the effectiveness of the following securities in the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Initial Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, Statement and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registrationConsent Registration Statement, the Company shall include file a new registration statement (each new registration statement, an "Additional Registration Statement") as promptly as practicable after (and in no event later than ten (10) days after and excluding) the date (a "Shortfall Date") on which the number of Common Shares issued or issuable under this Agreement and the Certificate exceeds eighty percent (80%) of the number of shares of Common Stock then registered, so that one hundred twenty-five percent (125%) of Common Shares so issued or issuable (as determined on such date) shall be registered pursuant to such registration statement; provided, however, that in no event shall the Company be required to register pursuant to the Registration Statements in the aggregate more than 8,330,411 Common Shares, representing thirty percent (30%) of the Original Number. The Company shall use its best efforts to cause each Additional Registration Statement to be declared effective as soon as practicable, but not later than seventy (70) days after and excluding the relevant Shortfall Date (or, in the event that the SEC elects to review such Additional Registration Statement, one hundred (100) days after and excluding the relevant Shortfall Date). The Company shall provide prompt written notice to ▇▇▇▇▇▇▇▇ if the SEC elects to review any Additional Registration Statement. Notwithstanding anything in this Agreement to the contrary, in the event of (1) an SEC Rejection relating to the Initial Registration Statement, or distribution securities in(2) an SEC Rejection relating to any other Registration Statement, the Company shall have no further obligations under this Section 4(c) and shall instead be obligated to register such shares, if and when issued, in accordance with Section 4(n). The Initial Registration Statement, Consent Registration Statement and each Additional Registration Statement and Subsequent Issuance Registration Statement (as defined in Section 4(n)) are referred to herein, collectively, as the "Registration Statements." The obligations to timely file the Registration Statements and to have the Registration Statements declared effective and to maintain such effectiveness as provided in this Section 4 (subject to any Blackout Period that does not constitute a Blackout Violation, in each case, as defined below) are referred to herein as the "Registration Requirement." Each Common Share is a "

Registration Provisions. 2.1 If (i) The Company shall prepare and file with the CompanyCommission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, at any time within a period and use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, in each case no later than fifteen (15) months anniversary of either the Effective Date (a) four (4) years from the “Deadline Date”), and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date hereof that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, as determined by the counsel to the extent Company pursuant to a written opinion letter to such effect, addressed and acceptable to the transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Vendor elects Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to receive so notify the 2001 Final Payment Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2.1(iv) of this Schedule II. Notwithstanding the foregoing, the Company shall not be required to prepare and file a Registration Statement (or cause such Registration Statement to be declared effective) pursuant to this Section 2.1(i) until after the filing of its Annual Report on Form 20-F for the year ended December 31, 2017 (without limitation to the rights of the Holders pursuant to Section 205(c2.1(iv) of this Schedule II). (ii) Notwithstanding the Asset Purchaser Agreement or (bregistration obligations set forth in Section 2.1(i) five (5) years from of this Schedule II, if the date hereof Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the extent that initial Registration Statement as required by the Vendor elects Commission, covering the maximum number of Registrable Securities permitted to receive be registered by the 2002 Final Payment pursuant Commission, on such form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2.05(e2.1(iv) of this Schedule II with respect to the Asset Purchase Agreementpayment of liquidated damages; provided, proposes however, that prior to register any of its Common Stock under filing such amendment, the 1933 Act on any forms other than on Form S-4 or S-8, or any successor or similar forms, and Company shall be obligated to use diligent efforts to advocate with the registration form to be used may be used Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (iii) Notwithstanding any other provision of the Agreement and subject to the payment of liquidated damages pursuant to Section 2.1(iv) of this Schedule II, if the Commission or any SEC Guidance sets forth a "Piggyback Registration"limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (a) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and (b) Second, the Company shall reduce Registrable Securities on a pro rata basis based on the total number of unregistered Registrable Securities held by such Holders. In the event of a cutback hereunder, the Company shall give prompt the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Vendor Company or to registrants of its intention securities in general, one or more registration statements on Form F-3 or Form S-3 or such other form available to effect register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (iv) If: (a) the Registration Statement is not filed on or prior to the Deadline, or (b) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such a registration and shall include (Registration Statement will not be “reviewed” or will not be subject to further review, or (c) prior to the provisions hereof) in such registration all Registrable Securities with respect to which effective date of a Registration Statement, the Company has received written requests for inclusion therein fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 10 business days fifteen (15) Trading Days after the receipt of comments by or notice from the Company's notice. 2.2 If Commission that such amendment is required in order for such Registration Statement to be declared effective, or (d) a Piggyback Registration is an underwritten primary distribution registration on behalf Statement registering for resale all of the CompanyRegistrable Securities is not declared effective by the Commission by the Deadline, and or (e) after the managing underwriters advise the Company in writing thateffective date of a Registration Statement, in their opinion, the number of securities requested such Registration Statement ceases for any reason to be remain continuously effective as to all Registrable Securities included in such distribution Registration Statement, or registration exceeds the number Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than fifteen (15) consecutive Trading Days or more than an aggregate of thirty (30) Trading Days (which can need not be sold in consecutive Trading Days) during any 12-month period (any such failure or breach being referred to as an orderly manner in “Event”, and for purposes of clauses (a) and (d), the date on which such offering within a price range acceptable Event occurs, and for purpose of clause (b) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (c) the date which such fifteen (15) Trading Days period is exceeded, and for purpose of clause (e) the date on which such fifteen (15)) or thirty (30) Trading Days period, as applicable, is exceeded being referred to as “Event Date”), then, on each monthly anniversary of each such Event Date (if the Company or without adversely affecting applicable Event shall not have been cured by such date) until the marketability of the offeringapplicable Event is cured (but no later than , the Company shall include pay to each Holder an amount in such distribution or registration all or cash, as liquidated damages and not as a portion of penalty, and as the following securities Holder’s sole monetary remedy in the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities respect of any party or parties holding piggyback rights Event, equal to the rights product of 1.0% multiplied by the Vendor and aggregate Purchase Price (as such term is exercising defined in the Purchase Agreement) paid by such rights. 2.3 Holder pursuant to the Purchase Agreement. If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company fails to pay any liquidated damages pursuant to this Section in writing that in their opinion full within seven (7) days after the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registrationdate due and payable, the Company will pay such additional amount payable as calculated pursuant to Section 2.6 of the Convertible Notes (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall include in such registration or distribution securities inapply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

Registration Provisions. 2.1 If The Company shall, as soon as practicable and at its own expense, but in no event later than February 25, 2004, file a registration statement under the CompanySecurities Act covering the resale of all of the Common Shares (such registration statement, at together with all amendments and supplements thereto and any time within a period of either (a) four (4) years from the date hereof replacement registration statement with respect thereto or with respect to the extent that Common Shares covered thereby, the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(c) of the Asset Purchaser Agreement or (b) five (5) years from the date hereof "Initial Registration Statement"). Pursuant to the extent that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(e) of the Asset Purchase Agreement, proposes to register any of its Common Stock under the 1933 Act on any forms other than on Form S-4 or S-8, or any successor or similar forms, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration")preceding sentence, the Company shall give register pursuant to the Initial Registration Statement a number of shares of Common Stock at least equal to the quotient of (i) the sum of the Initial Investment plus the Additional Investment Amount divided by (ii) the product of (A) the Agreement Date Price (measured as of the filing date of the Initial Registration Statement) multiplied by (B) eight-tenths (0.80); provided, however, that if the Stockholder Consent has not been obtained prior to the effectiveness of the Initial Registration Statement, the Company shall register pursuant to such Initial Registration Statement not less than 5,550,830 shares of Common Stock, representing nineteen and ninety-nine one hundredths percent (19.99%) of the shares of Common Stock outstanding as of the date of this Agreement (the "Original Number"). The Company shall use its best efforts to cause such Initial Registration Statement to be declared effective as soon as practicable, but not later than April 25, 2004 (or, in the event that the SEC elects to review such Initial Registration Statement, May 25, 2004). The Company shall provide prompt written notice to ▇▇▇▇▇▇▇▇ if the Vendor SEC elects to review such Initial Registration Statement. If the Stockholder Consent is obtained after the effective date of the Initial Registration Statement, then the Company shall, at its intention to effect such own expense and no later than ten (10) days after and excluding the date on which the Stockholder Consent is obtained, file a registration and shall include (subject statement under the Securities Act covering the resale of all of the Common Shares not previously registered pursuant to the provisions hereof) in Initial Registration Statement (such registration statement, together with all Registrable Securities amendments and supplements thereto and any replacement registration statement with respect thereto or with respect to which the Company has received written requests for inclusion therein within 10 business days after the receipt of the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinionCommon Shares covered thereby, the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable "Consent Registration Statement"). Pursuant to the Company or without adversely affecting the marketability of the offeringpreceding sentence, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority register pursuant to the extent that Consent Registration Statement a number of shares of Common Stock at least equal to the managing underwriters deem advisable; difference between (i) first, the securities quotient of (A) thirty-six million dollars ($36,000,000) divided by (B) the Company proposes to sell; product of (x) the lesser of (A) the Agreement Date Price and (B) the Prevailing Price of the Common Stock (measured as of the filing date of the Consent Registration Statement) multiplied by (y) eight-tenths (0.80) and (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested shares registered pursuant to the Initial Registration Statement; provided, however, that in no event shall the Company be required to register pursuant to the Registration Statements (as defined in Section 4(d)) in the aggregate more than 11,107,214 Common Shares, representing forty percent (40%) of the Original Number. The Company shall use its best efforts to cause the Consent Registration Statement to be included declared effective as soon as practicable, but not later than seventy (70) days after and excluding the date on which the Stockholder Consent is obtained (or, in the event that the SEC elects to review such distribution or registration exceeds Initial Registration Statement, one hundred (100) days after and excluding the number date on which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Stockholder Consent is obtained). The Company shall include in provide prompt written notice to ▇▇▇▇▇▇▇▇ if the SEC elects to review such registration or distribution securities inConsent Registration Statement.

Registration Provisions. 2.1 If the Companya. If, at any time within a period after the Closing Date, there is any determination of either (a) four (4) years from the date hereof application of, or change in, any law or regulation relating to the extent that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(c) issuance and resale of the Asset Purchaser Agreement Initial Preferred Shares, the Option Preferred Shares or (b) five (5) years from the date hereof Converted Stock, including any interpretation or revision by the SEC or action by the United States government relating to the extent that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(e) of the Asset Purchase Agreement, proposes to register any of its Common Stock under the 1933 Act on any forms other than on Form S-4 or S-8, Regulation S or any successor or similar formsrevision to Regulation S, and such determination, change, interpretation, successor provision or revision imposes a Restricted Period applicable to any security issued or issuable hereunder that is greater than that in effect on the registration form date of this Agreement, or would materially impair the ability of ▇▇▇▇▇▇▇▇ or any of its affiliates to offer, sell or otherwise dispose of any such security pursuant to Regulation S as contemplated hereby, or requires any such offer, sale or other disposition to be used may be used for registered under the registration Securities Act, then upon the written request of Registrable Securities ▇▇▇▇▇▇▇▇ (a "Piggyback RegistrationRegistration Request") made in good faith after consultation with counsel, Informix shall, as promptly as practicable and in any event no later than (i) 30 calendar days thereafter if Informix is eligible to use Form S-3 or (ii) 45 calendar days thereafter if Informix is not eligible to use Form S-3 and at its own expense, file a registration statement on an appropriate form of the SEC (the "Registration Statement") (which Registration Statement shall be filed on Form S-3, if available) under the Securities Act covering the sale or resale of all shares of Converted Stock (each a "Covered Security") and shall use its best efforts to cause such Registration Statement to be declared effective as promptly as practicable following its filing; provided that ▇▇▇▇▇▇▇▇ shall have provided such information and cooperation in connection therewith as Informix may reasonably request. Informix shall amend the Registration Statement from time to time upon the request of ▇▇▇▇▇▇▇▇ if the maximum number of shares of Common Stock issuable upon conversion of the Initial Preferred Shares and any Option Preferred Shares that have been issued or may be issuable to ▇▇▇▇▇▇▇▇ is greater than the number of shares of Common Stock registered pursuant to such Registration Statement; provided that ▇▇▇▇▇▇▇▇ shall have provided such information and cooperation in connection therewith as Informix may reasonably request. Upon the effectiveness of such Registration Statement (A) Informix shall issue such securities to ▇▇▇▇▇▇▇▇ in accordance with the terms hereof and (B) the provisions of Sections 3(1), (m) and (o) and (p), 4(e), (f), (g), (h), (i) and (j), 5(a), (b), (c) and (d), 6 (a) (collectively, the "Specified Provisions"), the Company shall give prompt written notice 8(a) and (b) (to the Vendor of its intention to effect such a registration and shall include (subject extent applicable to the provisions hereofSpecified Provisions), 9(b), (c) in such registration all Registrable Securities and (d) (to the extent applicable to the Specified Provisions) shall thereafter be of no force and effect with respect to which the Company has received written requests for inclusion therein within 10 business days after the receipt issuance of the Company's noticesuch Covered Securities. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability of the offering, the Company shall include in such distribution or registration all or a portion of the following securities in the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities in

Registration Provisions. 2.1 If a. SyQuest shall, as promptly as practicable hereafter and at its own expense, file a registration statement (the Company, at any time within a period of either (a"Registration Statement") four (4) years from the date hereof to the extent that the Vendor elects to receive the 2001 Final Payment pursuant to Section 205(c) of the Asset Purchaser Agreement or (b) five (5) years from the date hereof to the extent that the Vendor elects to receive the 2002 Final Payment pursuant to Section 2.05(e) of the Asset Purchase Agreement, proposes to register any of its Common Stock under the 1933 Act on any forms other covering the sale or resale of the Common Stock issuable upon conversion of the Preferred Shares as of the Closing Date plus fifty percent, and exercise of the Warrant (each a "Covered Security"), and shall use its best efforts to cause such Registration Statement to be declared effective not later than on Form S-4 or S-8the earlier of (i) 90 days from the date SyQuest's registration statement number 333-40329 is declared effective, or any successor or similar forms(ii) 120 days from the Closing Date, and provided however, if the registration form SEC reviews such Registration Statement, then the date by which the Registration Statement is to be used may declared effective shall be used extended by 30 days). SyQuest shall amend such Registration Statement from time to time upon the request of Investor if the maximum number of shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrant is greater than the number of shares of Common Stock registered pursuant to such Registration Statement, unless an amendment is not required for the registration and sale of Registrable Securities such securities under such Registration Statement pursuant to Rule 416 or any other rule under the 1933 Act; provided that Investor shall have provided such information and cooperation in connection therewith as SyQuest may reasonably request. b. SyQuest will use its best efforts to: (a "Piggyback Registration"), the Company shall give prompt written notice to the Vendor of its intention to effect such a registration and shall include (subject to the provisions hereofi) in keep such registration all Registrable Securities with respect to which effective until the Company has received written requests for inclusion therein within 10 business days after earlier of (A) the receipt second anniversary of the Company's notice. 2.2 If a Piggyback Registration is an underwritten primary distribution registration on behalf issuance of each Covered Security, (B) such date as all of the Company, and Covered Securities shall have been sold by Investor or (C) such time as all of the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such distribution or registration exceeds the number which Covered Securities held by Investor can be sold in an orderly manner in such offering by Investor or any of its affiliates within a price range acceptable to three-month period without compliance with the Company or without adversely affecting the marketability registration requirements of the offering, 1933 Act pursuant to Rule 144 under the Company shall include in such distribution or registration all or a portion of the following securities in the following priority to the extent that the managing underwriters deem advisable; 1933 Act (i) first, the securities the Company proposes to sell"Rule 144"); (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior prepare and file with the SEC such amendments and supplements to the Vendor Registration Statement and the prospectus used in connection with the Registration Statement (as so amended and supplemented from time to time, the "Prospectus") as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all Covered Securities by Investor or any of its affiliates; (iii) furnish such number of Prospectuses and other documents incident thereto, including any amendment of or supplement to the Prospectus, as Investor from time to time may reasonably request; (iv) cause all Covered Securities that are Common Stock to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by SyQuest are then listed or quoted; (v) provide a transfer agent and registrar for all Covered Securities and a CUSIP number for all Covered Securities; (vi) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC; and (vii) file the documents required of SyQuest and otherwise use its best efforts to obtain and maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Covered Securities are originally sold and (B) all other states specified in writing by Investor, provided, however, that as to this clause (B), SyQuest shall not be required to qualify to do business or consent to service of process in any state in which it is exercising not now so qualified or has not so consented. c. SyQuest shall furnish to Investor upon request a reasonable number of copies of a supplement to or an amendment of such rightsProspectus as may be necessary in order to facilitate the public sale or other disposition of all or any of the Covered Securities by Investor or any of its affiliates pursuant to the Registration Statement. d. With a view to making available to Investor and its affiliates the benefits of Rule 144 and Form S-3 under the 1933 Act, SyQuest covenants and agrees to: (i) make and keep available adequate current public information (within the meaning of Rule 144(c)) concerning SyQuest, until the earlier of (A) the second anniversary of the issuance of each Covered Security or (B) such date as all of the Covered Securities shall have been resold by Investor or any of its affiliates; (ii) maintain its status as a Reporting Issuer and file with the SEC in a timely manner all reports and other documents required of SyQuest for use of Form S-3; and (iii) thirdfurnish to Investor upon request, as long as Investor owns any Covered Securities, (A) a written statement by SyQuest that it has complied with the Registrable Securities reporting requirements of the Vendor 1933 Act and the 1934 Act, (B) a copy of the most recent annual or quarterly report of SyQuest, and (C) such other information as may be reasonably requested in order to avail Investor and its affiliates of Rule 144 or Form S-3 with respect to such Covered Securities. e. Notwithstanding anything else in this Section 3A, if, at any time during which a Prospectus is required to be included delivered in connection with the sale of any Covered Securities, SyQuest determines in good faith that a development has occurred or a condition exists as a result of which the Registration Statement or the Prospectus contains a material misstatement or omission, SyQuest will immediately notify Investor thereof by telephone and in writing. Upon receipt of such notification, Investor and its affiliates will immediately suspend all offers and sales of any Covered Securities pursuant to the Registration Statement. In such event, SyQuest will amend or supplement the Registration Statement as promptly as practicable and will take such other steps as may be required to permit sales of the Covered Securities thereunder by Investor and its affiliates in accordance with applicable federal and state securities laws. SyQuest will promptly notify Investor after it has determined in good faith that such sales have become permissible in such registrationmanner and will promptly deliver copies of the Registration Statement and the Prospectus (as so amended or supplemented) to Investor in accordance with paragraph (b) of this Section 3A. Notwithstanding the foregoing, pro rata with the applicable securities (A) under no circumstances shall SyQuest be entitled to exercise its right to suspend sales of any Covered Securities pursuant to the Registration Statement more than two times in any twelve-month period, (B) the period during which such sales may be suspended (each a "Blackout Period") shall not exceed thirty days and (C) no Blackout Period may commence less than thirty days after the end of the preceding Blackout Period. Upon the commencement of a Blackout Period pursuant to this Section 3A, Investor will immediately notify SyQuest of any contracts to sell any Covered Securities (each a "Sales Contract") that Investor or any of its affiliates has entered into prior to the commencement of such Blackout Period and that would require delivery of such Covered Securities during such Blackout Period, which notice will contain the aggregate sale price and volume of Covered Securities pursuant to such Sales Contract. Upon receipt of such notice, SyQuest will immediately notify Investor of its election either (i) to terminate the Blackout Period and, as promptly as practicable, amend or supplement the Registration Statement or the Prospectus in order to correct the material misstatement or omission and deliver to Investor copies of such amended or supplemented Registration Statement and Prospectus in accordance with paragraph (b) of this Section 3A or (ii) to continue the Blackout Period in accordance with this paragraph. If SyQuest elects to continue the Blackout Period, and Investor or any of its affiliates is therefore unable to consummate the sale of Covered Securities pursuant to the Sales Contract (such unsold Covered Securities being hereinafter referred to herein as the "Unsold Securities"), SyQuest will promptly indemnify each Investor Indemnified Party (as such term is defined in Section 11.a below) against any Proceeding (as such term is defined in Section 11.a below) that each Investor Indemnified Party may incur arising out of or in connection with Investor's breach or alleged breach or inability to effect settlement of any such Sales Contract, and SyQuest shall reimburse each Investor Indemnified Party for any reasonable costs or expenses (including reasonable legal fees) incurred by such party or parties holding piggyback rights relating to such Proceeding, including any costs incurred by Investor in connection with its need to purchase securities for any sales effected prior to its notification of the Blackout Period (which costs shall be equal to the rights reasonable transaction costs plus the difference between the purchase price of such securities and the Vendor and is exercising price under the Sales Contract)(collectively, the "Indemnification Amount"); provided, however, that each Investor Indemnified Party shall -------- ------- take all actions reasonably necessary or appropriate to mitigate such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders Indemnification Amount. The Company shall pay the Indemnification Amount within two business days of the Company's receipt of written notice from the Investor Indemnified Party setting forth such amounts. f. From the date hereof through a period of ninety (90) days following the date that the Registration Statement is first declared effective, SyQuest shall not register any securities or other than securities convertible into issued in connection with (1) the Company's securities, sale of up to $30,000,000 of Preferred Shares and corresponding warrants on substantially the managing underwriters advise same terms as provided in this Agreement (including the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities inPreferred Shares and Warrant sold

Registration Provisions. 2.1 If the Company, at any time within a period of either (a) The Company shall, as promptly as practicable and in any event not later than 5:00 p.m. Eastern Time on January 31, 2011, and at its own expense, file a Registration Statement (as defined below) under the Securities Act covering the resale of all of the Common Shares and shall use its best efforts to cause such Registration Statement to be declared effective on or prior to March 16, 2011. Pursuant to the preceding sentence, the Company shall register pursuant to such Registration Statement not less than the number of shares of Common Stock equal to 1,512,574. With respect to each of the first four (4) years from Later Investments that occurs after the first Registration Statement has been filed, the Company shall, not later than 5:00 p.m. on the later of (x) the date hereof that is fifteen (15) days after and excluding such Closing Date and (y) January 31, 2011, file a new Registration Statement so as to register the resale of the shares of Common Stock issued on each such Closing Date and issuable in connection with any increase in the Warrant Amount (as defined in the Warrants), and the Company shall use its best efforts to cause each such new Registration Statement to be declared effective on or prior to the extent later of (x) the date that is forty-five (45) days after and excluding such Closing Date and (y) March 16, 2011. The Company shall provide prompt written notice to Purchaser if the Vendor SEC elects to receive review any Registration Statement. The obligations to have any Registration Statement declared effective and to maintain such effectiveness as provided in this Section 6 are referred to herein as the 2001 Final Payment pursuant "Registration Requirement." The Company shall provide Purchaser with two (2) Business Days to Section 205(c) of review and comment on any Registration Statement or amendment thereto prior to filing, and the Asset Company shall not file any Registration Statement that Purchaser Agreement or reasonably objects to. (b) five (5Any registration statement filed or required to be filed under the Securities Act in accordance with Section 6(a) years from hereof, along with any amendments and additional registration statements, is referred to collectively as the date hereof "Registration Statement". The Company shall file any Registration Statement on Form S-3, if available, otherwise on another available form and in the meantime use its best efforts to file such Registration Statement on Form S-3 as soon as it is available to the extent that Company. The Company shall provide prompt written notice to Purchaser when the Vendor elects Registration Statement has been declared effective by the SEC. (c) The Company will: (A) use its best efforts to receive keep the 2002 Final Payment pursuant to Section 2.05(eRegistration Statement effective until the earlier of (x) the later of (i) the first anniversary of the Asset Purchase Agreementlast Closing to occur and (ii) July 2, proposes 2012 (such later period, the "Registration Period"); (B) prepare and file with the SEC such amendments and supplements to register the Registration Statement and the prospectus used in connection with the Registration Statement (as so amended and supplemented from time to time, the "Prospectus") as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Common Shares by Purchaser or any of its affiliates with the prior written approval of Purchaser and incorporate all such information relating to the plan of distribution as Purchaser may reasonably request, and to use its best efforts to cause such amendment or supplements to the Registration Statement and the Prospectus to be declared effective as soon as practicable after filing; (C) furnish such number of Prospectuses and other documents incident thereto, including any amendment of or supplement to the Prospectus, including all exhibits and financial statements, as Purchaser from time to time may reasonably request; (D) cause all Common Shares to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (E) provide a transfer agent and registrar for all Common Shares and a CUSIP number for all Common Shares; (F) otherwise comply with all applicable rules and regulations of the SEC, the NYSE and any other exchange or quotation service on which the Common Shares are obligated to be listed or quoted under this Agreement; and (G) file the documents required of the Company and otherwise obtain and maintain requisite blue sky clearance in (x) New York and all other jurisdictions in which any of the shares of Common Stock under the 1933 Act on any forms were originally sold and (y) all other than on Form S-4 or S-8states specified in writing by Purchaser, or any successor or similar formsprovided, and the registration form however, that as to be used may be used for the registration of Registrable Securities this clause (a "Piggyback Registration"y), the Company shall give prompt written notice not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented. Purchaser shall have the right to approve the description of the selling stockholder, plan of distribution and all other references to Purchaser and its affiliates contained in each Registration Statement and Prospectus. (d) The Company shall furnish to Purchaser upon request a reasonable number of copies of a supplement to or an amendment of any Prospectus as may be necessary in order to facilitate the public sale or other disposition of all or any of the Common Shares by Purchaser or any of its affiliates pursuant to the Vendor Registration Statement. (e) With a view to making available to Purchaser and its affiliates the benefits of Rule 144 under the Securities Act ("Rule 144") and Form S-3 under the Securities Act, the Company covenants and agrees to: (A) make and keep available adequate current public information (within the meaning of Rule 144(c)) concerning the Company, until the earlier of (x) the first (1st) anniversary of the issuance of the last Common Share to be issued hereunder and under the Warrants and (y) such date as all of the Common Shares issued or issuable hereunder and upon exercise of the Warrants shall have been resold by Purchaser or any of its intention affiliates; and (B) furnish to effect such Purchaser upon request, as long as Purchaser owns any Common Shares, (x) a registration and shall include (subject to the provisions hereof) in such registration all Registrable Securities with respect to which written statement by the Company that it has received written requests for inclusion therein within 10 business days after complied with the receipt reporting requirements of the Company's notice. 2.2 If Securities Act and the Exchange Act, (y) a Piggyback Registration is an underwritten primary distribution registration on behalf copy of the most recent annual or quarterly report of the Company, and the managing underwriters advise the Company (z) such other information as may be reasonably requested in writing thatorder to avail Purchaser and its affiliates of Rule 144 or Form S-3 with respect to such Common Shares. (f) Notwithstanding anything else in this Section 6, in their opinionif, the number of securities requested at any time during which a Prospectus is required to be included delivered in such distribution or registration exceeds connection with the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company or without adversely affecting the marketability sale of the offeringany Common Share, the Company shall include determines in good faith and upon the advice of its outside counsel that a development has occurred or a condition exists as a result of which the Registration Statement or the Prospectus contains a material misstatement or omission, or that a material transaction in which the Company is engaged or proposes to engage would require an immediate amendment to the Registration Statement, a supplement to the Prospectus, or a filing under the Exchange Act or other public disclosure of material information and the disclosure of such transaction would be premature or injurious to the consummation of the transaction, the Company will immediately notify Purchaser thereof by telephone and in writing. Upon receipt of such notification, Purchaser and its affiliates will immediately suspend all offers and sales of any Common Shares pursuant to the Registration Statement. In such event, the Company will amend or supplement the Registration Statement and the Prospectus or make such filings or public disclosures as promptly as practicable and will take such other steps as may be required to permit sales of the Common Shares thereunder by Purchaser and its affiliates in accordance with applicable federal and state securities laws. The Company will promptly notify Purchaser after it has determined in good faith that such sales have become permissible in such distribution or registration all or a portion manner and will promptly deliver copies of the following securities Registration Statement and the Prospectus (as so amended or supplemented, if applicable) to Purchaser in accordance with paragraphs (c) and (d) of this Section 6. Notwithstanding the foregoing, (A) under no circumstances shall the Company be entitled to exercise its right to suspend sales of any Common Shares as provided in this Section 6(f) and pursuant to the Registration Statement more than twice in any twelve (12) month period, (B) the period during which such sales may be suspended (each a "Blackout Period") at any time shall not exceed thirty (30) calendar days, and (C) no Blackout Period may commence less than thirty (30) calendar days after the end of the preceding Blackout Period. (g) Upon the commencement of a Blackout Period pursuant to this Section 6, Purchaser will notify the Company of any contract to sell, assign, deliver or otherwise transfer any Common Share (each a "Sales Contract") that Purchaser or any of its affiliates has entered into prior to the commencement of such Blackout Period and that would require delivery of such Common Shares during such Blackout Period, which notice will contain the aggregate sale price and quantity of Common Shares pursuant to such Sales Contract. Upon receipt of such notice, the Company will immediately notify Purchaser of its election either to (i) terminate the Blackout Period and, as promptly as practicable, amend or supplement the Registration Statement or the Prospectus in order to correct the material misstatement or omission and deliver to Purchaser copies of each amended or supplemented Registration Statement and Prospectus in accordance with paragraphs (c) and (d) of this Section 6, or (ii) continue the Blackout Period in accordance with this paragraph. If the Company elects to continue the Blackout Period (or the Company elects to terminate the Blackout Period, but the Blackout Period is not terminated before the latest date that Purchaser may consummate the transaction contemplated by the Sales Contract), and Purchaser or any of its affiliates are therefore unable to consummate the sale of Common Shares pursuant to the Sales Contract, the Company will promptly indemnify each Purchaser Indemnified Party (as such term is defined in Section 17(a) below) against any Proceeding (as such term is defined in Section 17(a) below) that each Purchaser Indemnified Party may incur arising out of or in connection with Purchaser's breach or alleged breach of any such Sales Contract, and the Company shall reimburse each Purchaser Indemnified Party for any reasonable costs or expenses (including legal fees) incurred by such party in investigating or defending any such Proceeding. (h) In addition to any other remedies available to Purchaser under this Agreement or at law or equity, if the Company fails to file any Registration Statement by the dates set forth in Section 6(a), or any Registration Statement has not been declared effective by the dates set forth in Section 6(a), or such Registration Statement is not available with respect to all Common Shares at any time on or after the effectiveness thereof (except during a Blackout Period permitted under Section 6(f)) (each, a "Registration Failure") the Company shall pay to Purchaser an amount equal to the Registration Failure Percentage multiplied by the Registration Failure Amount with respect to each thirty (30)-day period or part thereof during which a Registration Failure shall have occurred or be continuing. Separate payment shall be due for each such thirty (30)-day period and no credit shall be given for any payment made in any prior period. The full amount of the payment for any thirty (30)-day period described above shall become due if the Registration Failure continues on the first day of each such thirty (30)-day period (i.e., for a Registration Failure on day 1, 31, 61, 91, 121, etc.). The Registration Failure shall be deemed to be continuing unless and until timely payment has been made under this Section 6(h). The payments described above shall be made by wire transfer of immediately available funds no later than five (5) days after and excluding the earlier of (x) the date on which the Registration Failure shall have been cured and (y) the last day of each thirty (30)-day period after the occurrence of a Registration Failure. For purposes of this Section 6(h), the term "Registration Failure Percentage" means the amount set forth in the following priority to the extent that the managing underwriters deem advisable; (i) first, the securities the Company proposes to sell; (ii) second, those securities granted to any party or parties which obtained or subsequently obtain piggyback rights superior to the Vendor and is exercising such rights; and (iii) third, the Registrable Securities of the Vendor requested to be included in such registration, pro rata with the applicable securities of any party or parties holding piggyback rights equal to the rights of the Vendor and is exercising such rights. 2.3 If a Piggyback Registration is an underwritten secondary distribution or registration on behalf of holders of the Company's securities or securities convertible into the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such distribution or registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such distribution or registration, the Company shall include in such registration or distribution securities intable: