Common use of Registration Clause in Contracts

Registration. (a) Each time that the Company proposes for any reason to Register any of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offering.

Registration. The Company will advise the Holders as to the status of the preparation, filing and effectiveness of the Registration Statement and, at the Company's expense, will do the following: (a) Each time that make available to each Holder upon their request a copy of the Company proposes for Registration Statement (including all exhibits thereto) and any reason prospectus forming a part thereof and any amendments and supplements thereto (including all documents incorporated or deemed incorporated by reference therein prior to Register the effectiveness of the Registration Statement and including each preliminary prospectus) and any of its securitiesother prospectus filed under Rule 424 under the Securities Act, which documents, other than pursuant documents incorporated or deemed incorporated by reference, will be subject to the review of the information contained therein regarding the Holders and any plan for resale of the Registrable Securities by the Holders and any such underwriter for a Registration Statement on Form S-4 or Form S-8 or similar or successor formsperiod of at least five (5) business days from the Holder's receipt of such documents, and the Company shall promptly give written notice of not file the Registration Statement or such proposed Registration prospectus or any amendment or supplement to the Holder, which Registration Statement or prospectus if any Holder shall offer reasonably object within five (5) business day period after the Holder receipt thereof unless the right to request inclusion Company shall have been advised by its counsel that the Registration Statement or such prospectus or amendment or supplement thereto is required under the Securities Act or the rules or regulations adopted thereunder in connection with the distribution of any Registrable Securities in by the Holders or the Company. A Holder shall be deemed to have reasonably objected to such filing only if the Registration Statement, amendment, prospectus or supplement, as applicable, as proposed Registration.to be filed, contains a material misstatement or omission with respect to such Holder or its plan of resale; (b) The make available to each Holder shall have 10 days from upon their request one conformed copy of the receipt Registration Statement and of each amendment and supplement thereto (in each case including all exhibits) and such number of copies of the prospectus forming a part of the Registration Statement (including each preliminary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, including, without limitation, documents incorporated or deemed to be incorporated by reference prior to the effectiveness of such notice Registration Statement, as each of the Holders or any such underwriter, from time to deliver to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition.time may reasonably request; (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required practicable, promptly upon the filing of any document that is to permit sale be incorporated by reference into the Registration Statement or disposition as set forth prospectus forming a part thereof subsequent to the effectiveness thereof, and in any event no later than five (5) business days after such document is filed with the written Commission, make available copies of such document to the Holders upon their request., and make representatives of the Company available for discussion of such document and other customary due diligence matters; and provide promptly to the Holders upon request any document filed by the Company with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act; (d) Notwithstanding make available at reasonable times for inspection by the forgoingHolders, if and any attorney, accountant, financial adviser or other representative (collectively, "Representatives") retained by the managing underwriter determines Holders, subject to the recipient's prior written agreement to keep such information confidential and advises not use or disclose it, all financial and other records, pertinent corporate documents and properties of the Company and cause the officers, directors and employees of the Company to supply all information reasonably requested by the Holders or their respective Representatives in writing that connection with the inclusion preparation, filing and effectiveness of the Registration Statement; (e) use its commercially reasonable efforts (i) to register or qualify all Registrable Securities proposed covered by the Registration Statement under state securities, or "blue sky," laws of such States of the United States of America where required and where an exemption is not available and as the Holders of Registrable Securities covered by the Registration Statement shall reasonably request, (ii) to keep such registration or qualification in effect for so long as the Registration Statement is required to be effective hereunder, and (iii) to take any other action which may be reasonably necessary or advisable to enable the Holders to consummate the disposition of the securities to be sold by the Holders in such jurisdictions, consistent with the plan of distribution described in the prospectus included in the Registration Statement, together with except that the Company shall not for any other issued such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where it is not so qualified, or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and outstanding shares of Common Stock proposed except as may be required by the Securities Act or applicable rules or regulations thereunder; (f) use its commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be registered or qualified with or approved by all other applicable Governmental Authorities as may be necessary, in the opinion of counsel to the Company and counsel to the Holders of Registrable Securities, to enable the Holders thereof the consummate the disposition of such Registrable Securities; (g) subject to Section 6 hereof, promptly notify each Holder of Registrable Securities covered by the Registration Statement (i) upon discovery that, or upon the occurrence of any event as a result of which, the prospectus forming a part of the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of proceedings for that purpose, (iii) of any request by the Commission for (A) amendments to the Registration Statement or any document incorporated or deemed to be incorporated by reference in the Registration Statement, or (B) supplements to the prospectus forming a part of the Registration Statement, or (C) additional information, or (iv) of the receipt by the Company of any notification with respect to the suspension of the registration, qualification or exemption from registration or qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and at the request of any such Holder promptly prepare and file an amendment to the Registration Statement or a supplement to the prospectus as the Company may deem necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and make available to each Holder upon their request a reasonable number of copies of such supplement to, or amendment of, such registration statement and prospectus, and, in the event of a stop order, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any the Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction; (h) if reasonably requested by any Holder or if required by law or SEC or other applicable rule or regulation, promptly incorporate in the Registration Statement such appropriate information as the Holder may reasonably request to have included therein by holders other than filing a Form 8-K, or filing a supplement to the holders prospectus, to reflect any change in the information regarding the Holder, and make all required filings with the Commission in respect of any offer or sale of Registrable Securities or any amendment or supplement to the Registration Statement or related prospectus; (such other shares hereinafter collectively referred i) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the "Other Shares")period of at least 12 months, would interfere but not more than 18 months, beginning with the successful marketing first full calendar month after the effective date of the securities proposed Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; and (j) use its commercially reasonable efforts to be cause all Registrable Securities included in the underwritten public offering, then the number of such shares of Common Stock Registration Statement to be included in such Registration Statement shall be reducedlisted on Nasdaq and each securities exchange on which securities of the same class are then listed, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriteror, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed if not then listed on any securities exchange or Nasdaq, to be registered, pro rata, based on eligible for trading in any over-the-counter market or trading system in which securities of the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that same class are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringthen traded.

Registration. (a) Each time that If the Company at any time (i) proposes for any reason to Register register any of its securitiessecurities under the Act for sale to the public, whether for its own account or for the account of other than security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), or (ii) is requested or required to register any such securities pursuant to a Registration Statement on Form S-4 Section 4 or Form S-8 or similar or successor formsSection 6 of the Rights Agreement, each such time it will give written notice to the Holder(s) of its intention so to do. Upon the written request of any such Holder, received by the Company within thirty (30) days after the giving of any such notice by the Company, to register any of its Restricted Stock, the Company will use commercially reasonable to cause the Restricted Stock as to which registration shall promptly give written notice have been so requested to be included in the securities to be covered by the registration statement proposed or required to be filed by the Company, all to the extent requisite to permit the sale or other disposition by such Holder of such proposed Registration Restricted Stock so registered. In the event that any registration pursuant to the Holderthis Section 9(b) shall be, which shall offer the Holder the right to request inclusion in whole or in part, an underwritten public offering of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying Common Stock, the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Restricted Stock to be included in such Registration Statement an underwriting may be reduced (pro rata among the selling Holders and all other holder of shares requested to be included in such underwriting by parties having been granted registration rights by the Company, based upon the number of shares to be included in such underwriting owned by such parties) if and to the extent that the managing underwriter shall be reduced, of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided that such number of shares sought to be included by the selling Holders and shares such holder of Common Stock any Other Warrant shall be excluded from such underwritten public offering reduced in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on their entirety before the number of shares of Common Stock the respective holders proposed Company securities sought to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market registered by the parties to the Rights Agreement is reduced. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 9 without thereby incurring any liability to the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringof Restricted Stock.

Registration. If and only if the Registration Statement (a) Each time that as defined in the Registration Rights Agreement entered into between the Company proposes and the Purchaser as contemplated by the Agreement) is not available for resale of the Warrant Shares, the holder of this Warrant shall have the right to include all of the Warrant Shares (the "Registrable Securities") as part of any reason to Register any registration of its securities, securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to a Registration Statement on Form Forms S-4 or Form S-8 S-8) and must be notified in writing of such filing. The holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include holder's Registrable Securities as part of the registration; PROVIDED, HOWEVER, that if any registration pursuant to this Section shall be underwritten, in whole or similar or successor formsin part, the Company shall promptly give written notice may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company offering only a written request specifying the limited number of shares of Registrable Securities should be included in such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)offering, or no such shares should be included, the Company shall promptly use its best efforts to cause all holder of such Registrable Securities Securities, and any other selling stockholders, shall be reduced, such reduction to be Registered, to the extent required to permit sale or disposition as set forth in the written request. applied by excluding (don a pro rata basis) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in sold by the Registration Statement, together with any other issued holder of this Warrant and outstanding shares of Common Stock proposed to be included therein sold by holders all other than the holders of persons. Those Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be which are not included in an underwritten offering pursuant to the underwritten public offering, then the number foregoing provisions of such shares of Common Stock to be included in such Registration Statement shall be reduced, this Section (and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the all other Registrable Securities and (iiheld by the selling stockholders) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders Holders thereof for a period, not to exceed 180 one hundred eighty (180) days, that which the managing underwriter may reasonably determines as determine is necessary in order to effect such underwritten offering, and the underwritten public Holder will sign any agreement to this effect requested by such underwriter. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement without incurring any liability to the holders of Registrable Securities. Notwithstanding the foregoing, if securities are registered by the Company pursuant to Section 7.1 of that certain Stock and Warrant Purchase Agreement dated March 20, 1995 between the Company and Chiron Corporation, then Warrant Shares shall be included in such offering and registration statement only to the extent that inclusion of the Warrant Shares will not reduce the amount of securities owned by Chiron Corporation to be registered in such offering.

Registration. (a) Each time In the event that the Company proposes for any reason Bergen shall desire to Register sell any of the Option Shares within three years after the purchase of such Option Shares pursuant hereto, and such sale requires, in the opinion of counsel to Bergen, which opinion shall be reasonably satisfactory to IVAX and its securitiescounsel, registration of such Option Shares under the Securities Act, IVAX shall cooperate with Bergen and any underwriters in registering such Option Shares for resale, including, without limitation, promptly filing a registration statement which complies with the requirements of applicable federal and state securities laws and entering into an underwriting agreement with such underwriters upon such terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions; provided, however, that IVAX shall not be required to have declared effective more than two registration statements hereunder and shall be entitled to delay the filing or effectiveness of any registration statement for up to 120 days if the offering would, in the judgment of the Board of Directors of IVAX, require premature disclosure of any material corporate development or otherwise interfere with or adversely affect any pending or proposed offering of securities of IVAX or any other than material transaction involving IVAX. Bergen agrees to use all reasonable efforts to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a Registration Statement on Form S-4 widely distributed basis so that upon consummation thereof no purchaser or Form S-8 or similar or successor forms, transferee shall acquire beneficially more than 1% of the Company shall promptly give written notice then outstanding voting power of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed RegistrationIVAX. (b) The Holder shall have 10 days from If the receipt of such notice to deliver IVAX Common Stock is registered pursuant to the Company a written request specifying the number provisions of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to this Section 9.2(b)3.02, the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of IVAX agrees (i) to furnish copies of the Registrable Securities registration statement and prospectus relating to the Option Shares covered thereby in such numbers as Bergen may from time to time reasonably request and (ii) if any event shall occur as a result of which it becomes necessary to amend or supplement any registration statement or prospectus, to prepare and file under the Other Shares proposed applicable securities laws such amendments and supplements as may be necessary to keep available for at least 90 days a prospectus covering the IVAX Common Stock meeting the requirements of such securities laws, and to furnish Bergen such numbers of copies of the registration statement and prospectus as amended or supplemented as may reasonably be registeredrequested. IVAX shall bear the cost of the registration, pro rataincluding, based on but not limited to, all registration and filing fees, printing expenses, and fees and disbursements of counsel and accountants for IVAX, except that Bergen shall pay the number fees and disbursements of its counsel and the underwriting fees and selling commissions applicable to the shares of IVAX Common Stock sold by Bergen. IVAX shall indemnify and hold harmless Bergen, its affiliates and its officers and directors from and against any and all losses, claims, damages, liabilities and expenses arising out of or based upon any statements contained in, omissions or alleged omissions from, each registration statement filed pursuant to this paragraph; provided, however, that this provision shall not apply to any loss, liability, claim, damage or expense to the respective holders proposed extent it arises out of any untrue statement or omission made in reliance upon and in conformity with written information furnished to includeIVAX by Bergen, its affiliates and its officers and other representatives expressly for use in any registration statement (or any amendment thereto) or any preliminary prospectus filed pursuant to this paragraph. The shares IVAX shall also indemnify and hold harmless each underwriter and each person who controls any underwriter within the meaning of Common Stock either the Securities Act or the Exchange Act against any and all losses, claims, damages, liabilities and expenses arising out of or based upon any statements contained in, omissions or alleged omissions from, each registration statement filed pursuant to this paragraph; provided, however, that are so excluded from this provision shall not apply to any loss, liability, claim, damage or expense to the Registration Statement shall be withheld from the market extent it arises out of any untrue statement or omission made in reliance upon and in conformity with written information furnished to IVAX by the holders thereof underwriters expressly for a period, not use in any registration statement (or any amendment thereto) or any preliminary prospectus filed pursuant to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringthis paragraph.

Registration. (a) Each At any time prior to the fifth anniversary of the Distribution Date, any Holder(s) of 10% or more of the then outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the “Initiating Holder”; provided that the Company proposes for 10% ownership threshold shall not apply to any reason to Register any Holder that is a member of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company Parent Group) shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder have the right to request inclusion that SpinCo file a Registration Statement with the SEC on the appropriate registration form for all or part of any the Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of held by such notice to deliver to the Company Initiating Holder, by delivering a written request therefor to SpinCo specifying the number of shares of Registrable Securities such Initiating Holder intends wishes to sell register (a “Demand Registration”). SpinCo shall (i) within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, (ii) use its commercially reasonable efforts to prepare and file the Registration Statement as expeditiously as possible but in any event within 30 days of such request, and (iii) use its commercially reasonable efforts to cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Initiating Holder. SpinCo shall include in such Registration all Registrable Securities with respect to which SpinCo receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from SpinCo, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement be on any appropriate form, including Form S-4 in the case of an Exchange Offer or Form S-3 in the case of a Shelf Registration Statement, and SpinCo shall effect the Registration on the form so requested. (b) The Holder(s) may collectively make a total of six Demand Registration requests pursuant to Section 2.01(a) (including any exercise of rights to Demand Registration transferred pursuant to Section 4.05 and including any exercise of rights to Demand Registration made pursuant to any registration rights agreement entered into pursuant to Section 2.05). In addition, and notwithstanding anything to the contrary, the Parent Group shall be permitted to engage in up to four Private Debt Exchanges within any nine-month period following the date hereof, and Demand Registration request(s) made by the Participating Banks in such Private Debt Exchanges pursuant to one or more registration rights agreements with SpinCo pursuant to Section 2.05 shall collectively count only as one Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b) (it being understood that the Parent Group shall be permitted to engage in additional Private Debt Exchanges outside of such nine-month period, but each Demand Registration request by the Participating Banks for such additional Private Debt Exchange pursuant to its registration rights agreement with SpinCo pursuant to Section 2.05 shall count as an additional Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b)). Furthermore, and notwithstanding anything to the contrary in this Agreement, if, at the time of the sixth Demand Registration, SpinCo is prohibited under then-existing SEC rules from registering all remaining Registrable Securities pursuant to a Shelf Registration, regardless of whether the Holder or Holders have requested that such sixth Demand Registration be a Shelf Registration or otherwise, then such Demand Registration shall not count toward the total number of Demand Registration requests made by the Holder(s), and the Holder's intended plan Holder(s) shall continue to be able to make additional Demand Registration requests until such time as SpinCo is permitted under then-existing SEC rules to register all of dispositionthe remaining Registrable Securities pursuant to a Shelf Registration. (c) Upon receipt SpinCo shall be deemed to have effected a Registration for purposes of this Section 2.01 if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been Sold and (ii) (x) in the case of a written request pursuant to Section 9.2(b)Registration Statement that is not a Shelf Registration Statement, 60 days from the effective date of such Registration Statement, (y) in the case of a Shelf Registration Statement on Form S-1, 12 months from the effective date of such Shelf Registration Statement, and (z) in the case of a Shelf Registration Statement on any other form, 24 months from the effective date of such Shelf Registration Statement (such period, as applicable, the Company “Registration Period”). No Registration shall promptly use its best efforts be deemed to cause all such Registrable Securities have been effective if the conditions to be Registered, to the extent required to permit sale or disposition as set forth closing specified in the written requestunderwriting agreement or dealer manager agreement, if any, entered into in connection with such Registration are not satisfied by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement or dealer manager agreement by any member of the SpinCo Group. If during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority or the need to update or supplement the Registration Statement, the Registration Period shall be extended on a day-for-day basis for any period in which the Holder(s) is unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Authority or as a result of such need to update or supplement the Registration Statement. (d) Notwithstanding the forgoingWith respect to any Registration Statement or Takedown Prospectus Supplement, whether filed or to be filed pursuant to this Agreement, if the managing underwriter determines SpinCo Board in good faith shall reasonably determine, upon the advice of legal counsel, that maintaining the effectiveness of such Registration Statement or filing an amendment or supplement thereto (or, if no Registration Statement has yet been filed, filing such a Registration Statement), or filing such Takedown Prospectus Supplement, would (i) require the public disclosure of material nonpublic information concerning any transaction or negotiations involving SpinCo or any of its consolidated Subsidiaries that would materially interfere with such transaction or negotiations or (ii) require the public disclosure of material nonpublic information concerning SpinCo or any of its consolidated Subsidiaries that, if disclosed at such time, would be materially adverse to SpinCo (a “Disadvantageous Condition”), SpinCo may, for the shortest period reasonably practicable, and advises in writing that any event for not more than 60 consecutive calendar days (a “Blackout Period”), notify the inclusion Holders whose offers and Sales of all Registrable Securities proposed are covered (or to be included covered) by such Registration Statement or Takedown Prospectus Supplement that such Registration Statement is unavailable for use (or will not be filed as requested) (a “Blackout Notice”). Upon the receipt of any such Blackout Notice, the Holders shall forthwith discontinue use of the Prospectus or Takedown Prospectus Supplement contained in any effective Registration Statement; provided that, if at the time of receipt of such Blackout Notice any Holder shall have Sold its Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement or Takedown Prospectus Supplement, then SpinCo shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities Laws on the timely delivery of such Registrable Securities; provided, further, that, if implementation of such Blackout Period would materially impair the ability of Parent or any member of the Parent Group to Sell its Registrable Securities in accordance with its or their intended method of distribution before the Deadline, then SpinCo may not impose such Blackout Period (and any Blackout Period then in effect shall automatically expire) and SpinCo shall as soon as reasonably possible revise, amend and/or supplement the Registration Statement, together as applicable, so that it does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist, SpinCo shall as promptly as reasonably practicable notify the Holders and take such actions in respect of such Registration Statement or Takedown Prospectus Supplement as are otherwise required by this Agreement. The Registration Period for any Registration Statement for which SpinCo has given notice of a Blackout Period shall be increased by the length of time of such Blackout Period. SpinCo shall not impose, in any 365-day period, Blackout Periods lasting, in the aggregate, in excess of 90 calendar days. If the SpinCo Board declares a Blackout Period with any other issued and outstanding shares respect to a Demand Registration for a Registration Statement that has not yet been declared effective or a Takedown Request for which a Takedown Prospectus Supplement has not yet been filed, (i) the Holders may by notice to SpinCo withdraw the related Demand Registration request or Takedown Request, in the case of Common Stock proposed a Demand Registration request without such Demand Registration request counting against the number of Demand Registration requests permitted to be included therein by holders other than made under Section 2.01(b), and (ii) the holders Holders shall not be responsible for any of SpinCo’s related Registration Expenses. (e) If the Initiating Holder so indicates at the time of its request pursuant to Section 2.01(a) or Section 2.01(g), such offering of Registrable Securities shall be in the form of an Underwritten Offering or an Exchange Offer, and SpinCo shall include such information in the written notice to the Holders required under Section 2.01(a). In the event that the Initiating Holder intends to Sell the Registrable Securities by means of an Underwritten Offering or Exchange Offer, the right of any Holder to include Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering or Exchange Offer and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering or the Exchange Offer to the extent provided herein. The Holders of a majority of the outstanding Registrable Securities being included in any Underwritten Offering or Exchange Offer shall select the underwriter(s) in the case of an Underwritten Offering or the dealer manager(s) in the case of an Exchange Offer, provided that such underwriter(s) or dealer manager(s) are reasonably acceptable to SpinCo. SpinCo shall be entitled to designate counsel for such underwriter(s) or dealer manager(s) (such other shares hereinafter collectively referred subject to as the "Other Shares"their approval), would interfere with provided that such designated underwriters’ counsel shall be a firm of national reputation representing underwriters or dealer managers in capital markets transactions. (f) If the successful marketing managing underwriter or underwriters of the securities a proposed to be Underwritten Offering of Registrable Securities included in a Registration pursuant to this Section 2.01 inform(s) in writing the underwritten public offeringHolders participating in such Registration that, then in its or their opinion, the number of such shares of Common Stock securities requested to be included in such Registration Statement exceeds the number that can be Sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the number of Registrable Securities to be included in such Registration shall be reducedreduced to the maximum number recommended by the managing underwriter or underwriters and allocated first to any members of the Parent Group participating in the Registration, and shares then pro rata among the other Holders, including the Initiating Holder (other than any member of Common Stock shall the Parent Group), in proportion to the number of Registrable Securities each Holder has requested to be excluded from included in such underwritten public offering Registration; provided that if this sentence would result in a number deemed necessary by such managing underwriter, by excluding equal numbers reduction of (i) the Registrable Securities and (ii) of the Other Shares proposed Initiating Holder to be registeredincluded in such Registration, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock Initiating Holder may notify SpinCo in writing that are so excluded from the Registration Statement shall be withheld from abandoned or withdrawn, in which event SpinCo shall abandon or withdraw such Registration Statement. In the market by event the Initiating Holder notifies SpinCo that such Registration Statement shall be abandoned or withdrawn, such Holder shall not be deemed to have requested a Demand Registration pursuant to Section 2.01(a), and SpinCo shall not be deemed to have effected a Demand Registration with respect to such abandoned or withdrawn Registration Statement. If the amount of Registrable Securities to be underwritten has not been limited in accordance with the first sentence of this Section 2.01(f), SpinCo and the holders thereof of SpinCo Shares or, if the Registrable Securities include securities other than SpinCo Shares, the holders of securities of the same class of those securities included in the Registrable Securities, in each case, other than the Holders (“Other Holders”), may include such securities for their own account or for the account of Other Holders in such Registration if the underwriter(s) so agree and to the extent that, in the opinion of such underwriter(s), the inclusion of such additional amount will not adversely affect the offering of the Registrable Securities included in such Registration. (g) With respect to any Demand Registration, the requesting Holders may request that SpinCo effect a Registration of the Registrable Securities under a Shelf Registration, in which event SpinCo shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective in accordance with Section 2.01(c) (including by filing any post-effective amendments or prospectus supplements as required by law or renewing or refiling upon expiration), a Shelf Registration Statement; provided that SpinCo shall not be required to maintain in effect more than one Shelf Registration at any one time pursuant to this Section 2.01(g). Thereafter, SpinCo shall, as promptly as reasonably practicable following the written request of Holders for a periodresale of Registrable Securities (a “Takedown Request”), not file a prospectus supplement (a “Takedown Prospectus Supplement”) to exceed 180 dayssuch Shelf Registration Statement under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to Holder’s intended method of distribution thereof (it being understood, for the avoidance of doubt, that a Takedown Request shall not count as a Demand Registration request for purposes of the managing underwriter limit set forth in Section 2.01(b)). Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount and the intended method or methods of distribution thereof. If, in the case of an Underwritten Offering pursuant to a Takedown Request, the requesting Holder(s) so elect, such offering shall be in the form of a Block Trade, in which case the requesting Holder(s) shall give at least eight (8) business days’ prior notice in writing of such transaction to SpinCo (which notice shall identify the potential underwriter(s) and include contact information for such underwriter(s)), and SpinCo shall use commercially reasonable efforts to cooperate with such requesting Holder(s) to the extent it is reasonably determines as necessary in order able and shall not be required to effect the underwritten public offering.give notice thereof to other Holders of Registrable Securities or permit their participation therein unless Sp

Registration. (ai) Each time that Promptly, and in any event (except as otherwise provided herein) within 20 business days, after one or more of the Company proposes for any reason Holders delivers written notice (a “Registration Request”) to Register CorEnergy requesting a Demand Registration including a Shelf Registration of any of the Registrable Securities (as hereinafter defined) pursuant to Section 1.1(a) hereof, CorEnergy shall file a Registration Statement (as hereinafter defined) on the form selected by CorEnergy as most appropriate for the demand made with the SEC covering resales of all of the Registrable Securities, including Registrable Securities which have been or may be obtained upon conversion of the Class B Common Stock, or any other Registrable Securities pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein to the extent in accordance with the terms set forth herein, and CorEnergy shall use its securitiesreasonable efforts to cause the Registration Statement to become effective under the 1933 Act within three months after the initial filing thereof. (ii) Notwithstanding anything to the contrary in the foregoing, other if CorEnergy shall furnish to such Holder or Holders a certificate signed by the Chief Executive Officer or Chief Financial Officer of CorEnergy stating that, in the good faith judgment of the board of directors of CorEnergy, it would be significantly disadvantageous to CorEnergy and its stockholders for such Registration Statement to be filed on or before the date filing would be required in accordance with the foregoing, CorEnergy shall have an additional 30 days in which to file such Registration Statement (provided, however, that CorEnergy may not invoke this right to postpone such registration more than three times in any 12-month period). (iii) The Registration Statement shall be available for the sale of Registrable Securities in accordance with the intended method or methods of distribution by the Selling Holders (as hereinafter defined) and shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith. The term “Selling Holders” shall mean and include any one or more Holders of Registrable Securities the public sale of which has been or is intended to be registered under the 1933 Act pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company Statement. CorEnergy agrees that it shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company Holder or Holders submitting a written request specifying the number Registration Request hereunder, upon their request, for their review and comment a copy of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from and any amendments and supplements thereto (other than post-effective amendments) prior to filing thereof with the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringSEC.

Registration. (a) Each At any time prior to or on the fifth anniversary of the Distribution Date, any Holder(s) of 10% or more of the then-outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the “Initiating Holder”; provided, that the Company proposes for 10% ownership threshold shall not apply to any reason to Register any Holder that is a member of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company Parent Group) shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder have the right to request inclusion that SpinCo file a Registration Statement with the SEC on the appropriate registration form for all or part of any the Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of held by such notice to deliver to the Company Initiating Holder, by delivering a written request therefor to SpinCo specifying the number of shares of Registrable Securities such Initiating Holder intends wishes to sell register (a “Demand Registration”). SpinCo shall (i) within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, (ii) use its reasonable best efforts to prepare and file the Registration Statement as expeditiously as possible, but in any event within 30 days of such request and (iii) use its reasonable best efforts to cause the Registration Statement to become effective as expeditiously as possible in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Initiating Holder. SpinCo shall include in such Registration all Registrable Securities with respect to which SpinCo receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from SpinCo, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement be on any appropriate form, including Form S-4 in the case of an Exchange Offer or Form S-3 in the case of a Shelf Registration Statement, and SpinCo shall effect the Registration on the form so requested. (b) The Holder(s) may collectively make a total of three Demand Registration requests pursuant to Section 2.01(a) (including any exercise of rights to Demand Registration transferred pursuant to Section 4.05 and including any exercise of rights to Demand Registration made pursuant to any registration rights agreement entered into pursuant to Section 2.05). In addition, and notwithstanding anything to the contrary in this Agreement, the Parent Group shall be permitted to engage in up to four Debt Exchanges within any nine-month period following the date hereof, and Demand Registration request(s) made by the Participating Banks in such Debt Exchanges pursuant to one or more registration rights agreements with SpinCo pursuant to Section 2.05 shall collectively count only as one Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b) (it being understood that the Parent Group shall be permitted to engage in additional Debt Exchanges outside of such nine-month period, but each Demand Registration request by the Participating Banks for such additional Debt Exchange pursuant to its registration rights agreement with SpinCo pursuant to Section 2.05 shall count as an additional Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b)). Furthermore, and notwithstanding anything to the contrary in this Agreement, if, at the time of the third Demand Registration, SpinCo is prohibited under then-existing SEC rules from registering all remaining Registrable Securities pursuant to a Shelf Registration, regardless of whether the Holder or Holders has requested that such third Demand Registration be a Shelf Registration or otherwise, then such Demand Registration shall not count toward the total number of Demand Registration requests made by the Holder(s), and the Holder's intended plan Holder(s) shall continue to be able to make additional Demand Registration requests until such time as SpinCo is permitted under then-existing SEC rules to register all of dispositionthe remaining Registrable Securities pursuant to a Shelf Registration. (c) Upon receipt SpinCo shall be deemed to have effected a Registration for purposes of this Section 2.01 if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been Transferred and (ii)(x) in the case of a written request pursuant to Section 9.2(b)Registration Statement that is not a Shelf Registration Statement, 60 days from the effective date of such Registration Statement, (y) in the case of a Shelf Registration Statement on Form S-1, 12 months from the effective date of such Shelf Registration Statement and (z) in the case of a Shelf Registration Statement on any other form, 24 months from the effective date of such Shelf Registration Statement (such period, as applicable, the Company “Registration Period”). No Registration shall promptly use its best efforts be deemed to cause all such Registrable Securities have been effective if the conditions to be Registered, to the extent required to permit sale or disposition as set forth closing specified in the written requestunderwriting agreement or dealer manager agreement, if any, entered into in connection with such Registration are not satisfied by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement or dealer manager agreement by any member of the SpinCo Group. If during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority or the need to update or supplement the Registration Statement, the Registration Period shall be extended on a day-for-day basis for any period during which the Holder(s) is unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Authority or as a result of such need to update or supplement the Registration Statement. (d) Notwithstanding the forgoingWith respect to any Registration Statement or Takedown Prospectus Supplement, whether filed or to be filed pursuant to this Agreement, if the managing underwriter determines SpinCo Board, in good faith, shall reasonably determine, upon the advice of legal counsel, that maintaining the effectiveness of such Registration Statement or filing an amendment or supplement thereto (or, if no Registration Statement has yet been filed, filing such a Registration Statement), or filing such Takedown Prospectus Supplement, would (i) require the public disclosure of material nonpublic information concerning any transaction or negotiations involving SpinCo or any of its consolidated Subsidiaries that would materially interfere with such transaction or negotiations or (ii) require the public disclosure of material nonpublic information concerning SpinCo or any of its consolidated Subsidiaries that, if disclosed at such time, would be materially adverse to SpinCo or any of its consolidated Subsidiaries (a “Disadvantageous Condition”), SpinCo may, for the shortest period reasonably practicable, and advises in writing that any event for not more than 60 consecutive calendar days (a “Blackout Period”), notify the inclusion Holders whose offers and Transfers of all Registrable Securities proposed are covered (or to be included covered) by such Registration Statement or Takedown Prospectus Supplement that such Registration Statement is unavailable for use (or will not be filed as requested) (such notice, a “Blackout Notice”). Upon the receipt of any such Blackout Notice, the Holders shall forthwith discontinue use of the Prospectus or Takedown Prospectus Supplement contained in any effective Registration Statement; provided that, if at the time of receipt of such Blackout Notice any Holder shall have Transferred its Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement or Takedown Prospectus Supplement, then SpinCo shall use its reasonable best efforts to take such action as to eliminate any restriction imposed by federal securities Laws on the timely delivery of such Registrable Securities; provided, further, that, if implementation of such Blackout Period would materially impair the ability of Parent or any member of the Parent Group to Transfer its Registrable Securities in accordance with its or their intended method of distribution, then SpinCo may not impose such Blackout Period (and any Blackout Period then in effect shall automatically expire) and SpinCo shall as soon as reasonably possible revise, amend and/or supplement the Registration Statement, together as applicable, so that it does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist, SpinCo shall as promptly as reasonably practicable notify the Holders and take such actions in respect of such Registration Statement or Takedown Prospectus Supplement as are otherwise required by this Agreement. The Registration Period for any Registration Statement for which SpinCo has given notice of a Blackout Period shall be increased by the length of time of such Blackout Period. SpinCo shall not impose, in any 365-day period, Blackout Periods lasting, in the aggregate, in excess of 90 calendar days. If the SpinCo Board declares a Blackout Period with any other issued and outstanding shares respect to a Demand Registration for a Registration Statement that has not yet been declared effective or a Takedown Request for which a Takedown Prospectus Supplement has not yet been filed, (i) the Holders may, by notice to SpinCo, withdraw the related Demand Registration request or Takedown Request, in the case of Common Stock proposed a Demand Registration request without such Demand Registration request counting against the number of Demand Registration requests permitted to be included therein by holders other than made under Section 2.01(b), and (ii) the holders Holders shall not be responsible for any of SpinCo’s related Registration Expenses. (e) If the Initiating Holder so indicates at the time of its request pursuant to Section 2.01(a) or Section 2.01(g), such offering of Registrable Securities shall be in the form of an Underwritten Offering or an Exchange Offer, and SpinCo shall include such information in the written notice to the Holders required under Section 2.01(a). In the event that the Initiating Holder intends to Transfer the Registrable Securities by means of an Underwritten Offering or Exchange Offer, the right of any Holder to include Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering or Exchange Offer and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering or the Exchange Offer to the extent provided herein. The Holders of a majority of the outstanding Registrable Securities being included in any Underwritten Offering or Exchange Offer shall select the underwriter(s) in the case of an Underwritten Offering or the dealer manager(s) in the case of an Exchange Offer, provided that such underwriter(s) or dealer manager(s) are reasonably acceptable to SpinCo. SpinCo shall be entitled to designate counsel for such underwriter(s) or dealer manager(s) (such other shares hereinafter collectively referred subject to as the "Other Shares"their approval), would interfere with provided that such designated underwriters’ counsel shall be a firm of national reputation representing underwriters or dealer managers in capital markets transactions. (f) If the successful marketing managing underwriter or underwriters of the securities a proposed to be Underwritten Offering of Registrable Securities included in a Registration pursuant to this Section 2.01 inform(s), in writing, the underwritten public offeringHolders participating in such Registration that, then in its or their opinion, the number of such shares of Common Stock securities requested to be included in such Registration Statement exceeds the number that can be Transferred in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the number of Registrable Securities to be included in such Registration shall be reducedreduced to the maximum number recommended by the managing underwriter or underwriters and allocated first to any members of the Parent Group participating in the Registration, and shares then pro rata among the other Holders, including the Initiating Holder (other than any member of Common Stock shall the Parent Group), in proportion to the number of Registrable Securities each Holder has requested to be excluded from included in such underwritten public offering Registration; provided, that if this sentence would result in a number deemed necessary by such managing underwriter, by excluding equal numbers reduction of (i) the Registrable Securities and (ii) of the Other Shares proposed Initiating Holder to be registeredincluded in such Registration, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock Initiating Holder may notify SpinCo in writing that are so excluded from the Registration Statement shall be withheld from abandoned or withdrawn, in which event SpinCo shall abandon or withdraw such Registration Statement. In the market by event the Initiating Holder notifies SpinCo that such Registration Statement shall be abandoned or withdrawn, such Holder shall not be deemed to have requested a Demand Registration pursuant to Section 2.01(a), and SpinCo shall not be deemed to have effected a Demand Registration with respect to such abandoned or withdrawn Registration Statement. If the amount of Registrable Securities to be underwritten has not been limited in accordance with the first sentence of this Section 2.01(f), SpinCo and the holders thereof of SpinCo Shares or, if the Registrable Securities include securities other than SpinCo Shares, the holders of securities of the same class of those securities included in the Registrable Securities, in each case, other than the Holders (“Other Holders”), may include such securities for their own account or for the account of Other Holders in such Registration if the underwriter(s) so agree and to the extent that, in the opinion of such underwriter(s), the inclusion of such additional amount will not adversely affect the offering of the Registrable Securities included in such Registration. (g) With respect to any Demand Registration, the requesting Holders may request that SpinCo effect a Registration of the Registrable Securities under a Shelf Registration, in which event SpinCo shall file, and shall thereafter use its reasonable best efforts to make and keep effective in accordance with Section 2.01(c) (including by filing any post-effective amendments or prospectus supplements as required by law or renewing or refiling upon expiration), a Shelf Registration Statement; provided that SpinCo shall not be required to maintain in effect more than one Shelf Registration at any one time pursuant to this Section 2.01(g). Thereafter, SpinCo shall, as promptly as reasonably practicable following the written request of Holders for a periodresale of Registrable Securities (a “Takedown Request”), not file a prospectus supplement (a “Takedown Prospectus Supplement”) to exceed 180 dayssuch Shelf Registration Statement under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to Holder’s intended method of distribution thereof (it being understood, for the avoidance of doubt, that a Takedown Request shall not count as a Demand Registration request for purposes of the managing underwriter reasonably determines as necessary limit set forth in order Section 2.01(b)). Each Takedown Request shall specify the Registrable Securities to effect be registered, their aggregate amount and the underwritten public offering.intended method or methods of distribution thereof. If, in the case of an Underwritten Offering pursuant to a Takedown Request, the requesting Holder(s) so elects, such offering shall be in the form of a Block Trade, in which case the requesting Holder(s) shall give at least eight (8) business days’ prior notice in writing of such transaction to SpinCo (which such notice shall identify the potential underwriter(s) and include contact information for such underwriter(s)), and SpinCo shall use reasonable best efforts to cooperate with such requesting Holder(s) and shall not be required to give notice thereof to other Holders of Registrable Securities or permit their par

Registration. (a) Each time Prior to the fifth anniversary of the Distribution Date, any Holder(s) of 10% or more of the then outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the “Initiating Holder”; provided, that the Company proposes for 10% ownership threshold shall not apply to any reason to Register any Holder that is a member of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company JDSU Group) shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder have the right to request inclusion that Lumentum file a Registration Statement with the SEC on the appropriate registration form for all or part of any the Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of held by such notice to deliver to the Company Initiating Holder, by delivering a written request thereof to Lumentum specifying the number of shares of Registrable Securities such Initiating Holder intends wishes to sell and register (a “Demand Registration”). Lumentum shall (i) within five days of the Holder's intended plan of disposition. (c) Upon receipt of a Demand Registration, give written request pursuant notice of such Demand Registration to Section 9.2(b)all Holders of Registrable Securities, (ii) use its reasonable best efforts to prepare and file the Company shall promptly Registration Statement as expeditiously as possible but in any event within 30 days of such request, and (iii) use its best efforts to cause all such Registrable Securities the Registration Statement to be Registered, to become effective in respect of each Demand Registration in accordance with the extent required to permit sale or disposition as intended method of distribution set forth in the written requestrequest delivered by the Initiating Holder. Lumentum shall include in such Registration all Registrable Securities with respect to which Lumentum receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from Lumentum, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement be on any appropriate form, including Form S-4 in the case of an Exchange Offer or a Shelf Registration Statement, and Lumentum shall effect the Registration on the form so requested. (b) The Holder(s) may collectively make a total of three Demand Registration requests pursuant to Section 2.01(a) (including any exercise of rights to Demand Registration transferred pursuant to Section 4.06 and including any exercise of rights to Demand Registration made pursuant to any registration rights agreement entered into pursuant to Section 2.05); provided that the Holder(s) may not make more than two Demand Registration requests in any 365-day period. In addition, and notwithstanding anything to the contrary, the JDSU Group shall be permitted on a one-time basis to engage in up to three related Private Debt Exchanges within any six-month period during the first eighteen months following the date hereof, and each Demand Registration request made by the Participating Banks in such Private Debt Exchanges pursuant to one or more registration rights agreements with Lumentum pursuant to Section 2.05 shall collectively count only as one Demand Registration request (with such request date deemed to be the date of the first of the requests made pursuant to the applicable Private Debt Exchanges) for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b) (it being understood that the JDSU Group shall be permitted to engage in additional Private Debt Exchanges outside such six-month period, but each Demand Registration request by the Participating Banks for such Private Debt Exchange pursuant to its registration rights agreement with Lumentum pursuant to Section 2.05 shall count as an additional Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b)). (c) Lumentum shall be deemed to have effected a Registration for purposes of this Section 2.01 if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been Sold and (ii) 60 days from the effective date of the Registration Statement (or, in the case of a Shelf Registration Statement filed to satisfy a request for a Demand Registration, from the date the Shelf Registration Statement is declared effective with the SEC or becomes effective upon filing with the SEC and remains effective until the date when all of the Registrable Securities thereunder have been sold) (the “Registration Period”). No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement or dealer manager agreement, if any, entered into in connection with such Registration are not satisfied by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement or dealer manager agreement by any member of the Lumentum Group. If during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority or the need to update or supplement the Registration Statement, the Registration Period shall be extended on a day-for-day basis for any period in which the Holder(s) is unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Authority. (d) Notwithstanding the forgoingWith respect to any Registration Statement, whether filed or to be filed pursuant to this Agreement, if Lumentum shall reasonably determine, upon the managing underwriter determines advice of legal counsel, that maintaining the effectiveness of such Registration Statement or filing an amendment or supplement thereto (or, if no Registration Statement has yet been filed, filing such a Registration Statement) would (i) require the public disclosure of material nonpublic information concerning any transaction or negotiations involving Lumentum or any of its consolidated Subsidiaries that would materially interfere with such transaction or negotiations or (ii) require the public disclosure of material nonpublic information concerning Lumentum at a time when its directors and advises executive officers are restricted from trading in writing that Lumentum’s securities (a “Disadvantageous Condition”), Lumentum may, for the inclusion shortest period reasonably practicable, and in any event for not more than 30 consecutive calendar days (a “Blackout Period”), notify the Holders whose offers and Sales of all Registrable Securities proposed are covered (or to be included covered) by such Registration Statement (a “Blackout Notice”) that such Registration Statement is unavailable for use (or will not be filed as requested). Upon the receipt of any such Blackout Notice, the Holders shall forthwith discontinue use of the Prospectus contained in any effective Registration Statement; provided, that, if at the time of receipt of such Blackout Notice any Holder shall have Sold its Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement, together then Lumentum shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws on the timely delivery of such Registrable Securities. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist, Lumentum shall as promptly as reasonably practicable notify the Holders and take such actions in respect of such Registration Statement as are otherwise required by this Agreement. The effectiveness period for any Demand Registration for which Lumentum has given notice of a Blackout Period shall be increased by the length of time of such Blackout Period. Lumentum shall not impose, in any 365-day period, Blackout Periods lasting, in the aggregate, in excess of 60 calendar days. If Lumentum declares a Blackout Period with any other issued and outstanding shares respect to a Demand Registration for a Registration Statement that has not yet been declared effective, (i) the Holders may by notice to Lumentum withdraw the related Demand Registration request without such Demand Registration request counting against the number of Common Stock proposed Demand Registration requests permitted to be included therein by holders other than made under Section 2.01(b) and (ii) the holders Holders shall not be responsible for any of Lumentum’s related Registration Expenses. (e) If the Initiating Holder so indicates at the time of its request pursuant to Section 2.01(a), such offering of Registrable Securities shall be in the form of an Underwritten Offering or an Exchange Offer, and Lumentum shall include such information in the written notice to the Holders required under Section 2.01(a). In the event that the Initiating Holder intends to Sell the Registrable Securities by means of an Underwritten Offering or Exchange Offer, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such Underwritten Offering or Exchange Offer and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering or the Exchange Offer to the extent provided herein. The Holders of a majority of the outstanding Registrable Securities being included in any Underwritten Offering or Exchange Offer shall select the underwriter(s) in the case of an Underwritten Offering or the dealer manager(s) in the case of an Exchange Offer, provided that such underwriter(s) or dealer manager(s) are reasonably acceptable to Lumentum. Lumentum shall be entitled to designate counsel for such underwriter(s) or dealer manager(s) (such other shares hereinafter collectively referred subject to as the "Other Shares"their approval), would interfere with provided that such designated underwriters’ counsel shall be a firm of national reputation representing underwriters or dealer managers in capital markets transactions. (f) If the successful marketing managing underwriter or underwriters of the securities a proposed to be Underwritten Offering of Registrable Securities included in a Registration pursuant to this Section 2.01 inform(s) in writing the underwritten public offeringHolders participating in such Registration that, then in its or their opinion, the number of such shares of Common Stock securities requested to be included in such Registration Statement shall exceeds the number that can be reducedSold in such offering without being likely to have a significant adverse effect on the price, and shares timing or distribution of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriterthe securities offered or the market for the securities offered, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares Registrable Securities to be included in such Registration shall be reduced to the maximum number recommended by the managing underwriter or underwriter and allocated pro rata among the Holders, including the Initiating Holder, in proportion to the number of Common Stock Registrable Securities each Holder has requested to be included in such Registration; provided, that the respective holders proposed to include. The shares of Common Stock Initiating Holder may notify Lumentum in writing that are so excluded from the Registration Statement shall be withheld from abandoned or withdrawn, in which event Lumentum shall abandon or withdraw such Registration Statement. In the market by event the Initiating Holder notifies Lumentum that such Registration Statement shall be abandoned or withdrawn, such Holder shall not be deemed to have requested a Demand Registration pursuant to Section 2.01(a), and Lumentum shall not be deemed to have effected a Demand Registration pursuant to Section 2.01(b). If the amount of Registrable Securities to be underwritten has not been limited in accordance with the first sentence of this Section 2.01(f), Lumentum and the holders thereof of Common Stock or, if the Registrable Securities include securities other than Common Stock, the holders of securities of the same class of those securities included in the Registrable Securities, in each case, other than the Holders (“Other Holders”), may include such securities for a periodtheir own account or for the account of Other Holders in such Registration if the underwriter(s) so agree and to the extent that, in the opinion of such underwriter(s), the inclusion of such additional amount will not to exceed 180 days, that adversely affect the managing underwriter reasonably determines as necessary offering of the Registrable Securities included in order to effect the underwritten public offeringsuch Registration.

Registration. (a) Each time that the Company proposes for shall propose the registration under the Act of any reason to Register any securities of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor formsthe Company, the Company shall promptly give written notice (the "Company Notice") of such proposed Registration registration to the Holder, which shall offer the Holder the right to request inclusion . The Company will include in any such Registration Statement any securities (or portion thereof) of any Registrable Securities in Holder who 15 days after the proposed Registration. (b) The Holder shall have 10 days from the receipt mailing of such notice shall request inclusion. Each Holder shall be entitled to deliver to all the Company a written request specifying the number benefits of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)this Paragraph 11; provided, the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registeredhowever, to the extent required to permit sale or disposition as set forth that in the written request. (d) Notwithstanding the forgoing, if event that the managing underwriter determines and advises in writing for the proposed offering for which the registration is being effected shall determine that the inclusion of all Registrable Securities proposed securities requested to be included by the Holder would adversely affect the ability of the underwriter to sell all of the securities requested to be included in such offering, the Holder shall agree to reduce the number of securities to be included to the number recommended by the underwriter, provided that all Holders of Warrants issued hereunder are similarly treated. Nothing herein contained shall limit the right of the Company to terminate a proposed registration for any reason in its absolute discretion. The Company shall not grant to any holder of its securities rights to include securities in any offering of the type described in this Paragraph 11 which are superior to those of the Holder. The Company will pay the costs and expenses incident to the performance of its obligations under this Paragraph 11, including the fees and expenses of its counsel, the fees and expenses of its accountants and all other costs and expenses incident to the preparation, printing and filing under the Act of any such Registration Statement, each prospectus and all amendments and supplements thereof, the costs incurred in connection with the qualification of the securities under the laws of various jurisdictions (including fees and disbursements of counsel to the Company), the cost of furnishing to the Holder copies of any such Registration Statement, each preliminary prospectus, the final prospectus and each amendment and supplement thereto, all expenses incident to delivery of the security to any underwriter or underwriters, but not any underwriting commissions or discounts charged to the Holder. Any Holder whose securities are included (in whole or in part) in a registration statement filed by the Company hereunder agrees, if requested by the managing underwriter of such offering, not to effect any public sale or distribution of securities of the same class as (or securities exchangeable or exercisable for or convertible into securities of the same class as) the securities included in the Registration Statement, together with including a sale pursuant to Rule 144 under the Act (except as part of such underwritten registration) during the 90-day period (or shorter period requested by the underwriter) beginning on the closing date of such underwritten offering to the extent timely notified in writing by the Company or the managing underwriter. The Company agrees not to effect any other issued and outstanding shares public or private sale or distribution of Common Stock proposed to be included therein by holders other than securities of the holders of Registrable Securities (such other shares hereinafter collectively referred to same class as the "Other Shares"securities (or convertible into or exchangeable or exercisable for securities of the same class as the securities), would interfere with including a sale pursuant to Section 4(2) or Regulation D under the successful marketing Act, during the 90-day period beginning on the closing date of an offering made pursuant to this Paragraph 11 except that in the case of a "shelf" registration made pursuant to Rule 415 under the Act no public sale or distribution shall be made by the Company until 60 days following the effective date of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringregistration statement covering Holder's securities.

Registration. (a) Each At any time after the Closing Date, any Holder or Holders (each, a “Requesting Holder”) may deliver a written request to the Company in accordance with Section 14.01 (a “Demand”) that the Company proposes effect a registration with respect to the Registrable Securities under the Securities Act to cover a registered sale of such Registrable Securities for any reason cash by such Requesting Holder. Such Demand shall specify the number of Registrable Securities such Requesting Holder intends to Register any include in such registration and the methods by which such Requesting Holder intends to sell or dispose of its securities, other than such Registrable Securities (including whether such Requesting Holder intends to distribute the Registrable Securities by means of an underwritten offering (an “Underwritten Offering”) or pursuant to sales from time to time without an underwriter (a Registration Statement on Form S-4 or Form S-8 or similar or successor forms“Shelf Offering”)); provided, however, that in no event may any Requesting Holder make a Demand for an Underwritten Offering unless the Registrable Securities to be offered and sold by such Requesting Holder in such Underwritten Offering are reasonably expected to result in gross proceeds to such Requesting Holder of at least one million dollars ($1,000,000). Notwithstanding the foregoing, promptly following the Closing Date, the Company shall promptly give written notice (subject to the terms and conditions of this Article 11, including for the avoidance of doubt, the Blackout Periods to the extent provided in Section 11.04), file with the Commission a registration statement on Form S-3 (or such other form as may be applicable for the resale of the Registrable Securities) with respect to the maximum number of Registrable Securities issuable upon conversion of the Notes (including, in connection with any Make-Whole Fundamental Change or Interest Make-Whole Payment, subject to the proviso below) purchased by the Investor (which shall be deemed to be a “Requesting Holder” for the purposes of this Article 11) on the Closing Date to cover a registered sale of such proposed Registration Registrable Securities for cash by the Investor in a Shelf Offering; provided, however, that if the Commission shall not allow such maximum number of Registrable Securities issuable upon conversion of the Notes, then the Company shall only be obligated to register on such registration statement the offer and sale of the maximum number of Registrable Securities as the Commission shall permit, and the Company shall file such additional registration statement or registration statements for the remaining number of Registrable Securities thereafter at the request of the Investor if and when the registration of such additional Registrable Securities is permitted by the Commission. Upon receipt of such Demand, and immediately following the Closing Date with respect to the HolderRegistrable Securities issuable upon conversion of the Notes purchased by the Investor on the Closing Date, which shall offer the Company shall, subject to the terms and conditions of this Article 11, use its commercially reasonable efforts (subject, for the avoidance of doubt, to Blackout Periods to the extent provided in Section 11.04) to (i) file and cause to become effective under the Securities Act a Registration Statement covering the resale of such Registrable Securities by such Requesting Holder the right to request inclusion as soon as reasonably practicable; (ii) qualify such Registrable Securities under applicable blue sky or other securities laws of any state of the United States of America to the extent set forth herein; and (iii) comply in all material respects with applicable regulations issued under the Securities Act and any other governmental requirements or regulations, in each case in such a manner as would permit or facilitate the distribution in an underwritten offering or other sale of all or any portion of such Registrable Securities as reasonably specified in the proposed Registrationsuch Demand, as applicable. (b) The Holder In connection with any Demand that requests an Underwritten Offering, the Requesting Holders making such demand named as selling securityholders in the related Registration Statement shall have 10 days from the receipt of such notice be entitled to deliver select (subject to the Company’s approval, with will not be unreasonably withheld or delayed) the lead managing underwriter thereof, and the Company a written request specifying shall enter into any reasonable and customary agreement requested by such lead managing underwriter in connection with such Underwritten Offering, including, but not limited to, an underwriting agreement in customary form with such lead managing underwriter; provided, however, that in no event shall the number of Company be required to include shares of Registrable Securities Common Stock or any other securities for its own account in such Holder intends to sell and the Holder's intended plan of dispositionoffering. (c) Upon Notwithstanding anything to the contrary: (i) upon the Company’s receipt of any Demand by a written request Requesting Holder pursuant to Section 9.2(b11.01(a), the Company shall promptly use its best efforts will have the right to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with amend any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from theretofore filed pursuant to this Section 11.01 to add such underwritten public offering in Requesting Holder as a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and selling securityholder thereunder; and (ii) in no event will the Other Shares proposed to Company be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order obligated to effect the underwritten public offeringmore than three (3) Underwritten Offerings pursuant to this Section 11.01 (provided for this purpose, an offering shall not constitute an Underwritten Offering unless and until it is completed).

Registration. (a) Each time that The Issuer shall keep or cause to be kept the Company proposes Preferred Share Register in which, subject to such reasonable regulations as it may prescribe, the Preferred Share Registrar shall provide for the registration of holders of, and the registration of transfers and exchanges of, Preferred Shares and Ordinary Shares. The Administrator is hereby initially appointed as agent of the Issuer to act as the “Preferred Share Registrar” for the purpose of maintaining the Preferred Share Register and registering and recording in the Preferred Share Register the Preferred Shares and transfers of such Preferred Shares as herein provided. Upon any reason resignation or removal of the Preferred Share Registrar, the Issuer shall promptly appoint a successor. The Preferred Share Paying Agent shall promptly provide the Preferred Share Registrar with all information necessary to prepare and maintain the Preferred Share Register any of its securities, other than (upon receipt by the Preferred Share Paying Agent thereof). The Preferred Share Registrar shall be entitled to rely on such information provided to it pursuant to a Registration Statement the preceding sentence without any liability on Form S-4 or Form S-8 or similar or successor forms, the Company shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registrationits part. (b) The Holder Preferred Share Paying Agent shall maintain a duplicate share register and shall be entitled to conclusively rely on such duplicate share register for the purpose of payment on the Preferred Shares. The Preferred Share Paying Agent shall have 10 days from the receipt right to inspect the Preferred Share Register at all reasonable times and to obtain copies thereof and the Preferred Share Paying Agent shall have the right to rely upon a certificate executed on behalf of such notice to deliver Preferred Share Registrar by an Authorized Officer thereof as to the Company a written request specifying names and addresses of the number of shares of Registrable Securities such Holder intends to sell Holders and the Holder's intended plan numbers of disposition. (c) Upon receipt such Preferred Shares. If either party becomes aware of any discrepancies between the Preferred Share Register and the duplicate share register, it shall promptly inform the other of the same and the Preferred Share Registrar and the Preferred Share Paying Agent shall cooperatively ensure that the Preferred Share Register and the duplicate share register are reconciled in a written request pursuant timely manner and in any case prior to Section 9.2(b)the next Record Date. Notwithstanding anything to the contrary herein, the Company Preferred Share Paying Agent shall promptly use its best efforts have no duty to cause all such Registrable Securities to be Registered, to monitor or determine whether any discrepancies exist between the extent required to permit sale or disposition as set forth in the written requesttwo registers. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offering.

Registration. In the event that the Holdings Shares are not registered in connection with the consummation of the Transactions, Holdings agrees that, within thirty (30) calendar days after the Closing Date (or within ninety (90) calendar days following the Closing Date if Holdings is required to include therein additional financial information that is not included in the registration statement on Form F-4 at the time of the closing of the Transactions), it will file or cause to be filed, with the SEC (at the its sole cost and expense) a registration statement registering the resale of the Holdings Shares (the “Registration Statement”), and it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof but no later than the earlier of (a) Each time sixty (60) calendar days (or one hundred and twenty (120) calendar days if the SEC notifies Holdings that it will “review” such Registration Statement) following the Company proposes for any reason to Register any of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. initial filing date thereof and (b) The Holder ten (10) business days after SPAC is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review (the “Effective Date”); provided, however, that if the SEC is closed for operations due to a government shutdown, the Effectiveness Date shall have 10 be extended by the same amount of days from that the receipt Commission remains closed for operations, provided, further, that Holdings’ obligations to include the Holdings Shares in the Registration Statement are contingent upon the Buyer furnishing in writing to Holdings such information regarding the Buyer, the securities of SPAC held by the Buyer, the intended method of disposition of the Holdings Shares (which shall be limited to non-underwritten public offerings) and such notice other information as shall be reasonably requested by the Holdings to deliver effect the registration of the Holdings Shares, and the Buyer shall execute such documents in connection with such registration as SPAC may reasonably request that are customary of a selling shareholder in similar situations, including providing that Holdings shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement (i) as permitted hereunder and (ii) as may be necessary in connection with the preparation and filing of a post-effective amendment to the Company a written request specifying Registration Statement following the number filing of shares Holdings’ Annual Report on Form 20-F for its first completed fiscal year. In connection with the foregoing, the Buyer shall not be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Holdings Shares. The Buyer agrees to, except for such times as Holdings is permitted hereunder to suspend the use of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt prospectus forming part of a written request pursuant to Section 9.2(b)Registration Statement, the Company shall promptly use its best commercially reasonable efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed or another shelf registration statement that includes the Holdings Shares to be included therein by holders other than sold pursuant to this Agreement, to remain effective until the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers earliest of (i) the Registrable Securities and fifth anniversary of the Closing, (ii) the Other date on which the Buyer ceases to hold any Holdings Shares proposed issued pursuant to be registeredthis Agreement, pro rata, based or (iii) on the number first date on which the Buyer is able to sell all of its Holdings Shares issued pursuant to this Agreement (or shares received in exchange therefor) under Rule 144 promulgated under the Securities Act (“Rule 144”) without the public information, volume or manner of Common Stock sale limitations of such rule (such date, the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offering“End Date”).

Registration. (a) Each At any time prior to or on the fifth anniversary of the Distribution Date, any Holder(s) of 10% or more of the then-outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the “Initiating Holder”; provided, that the Company proposes for 10% ownership threshold shall not apply to any reason to Register any Holder that is a member of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company Parent Group) shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder have the right to request inclusion that SpinCo file a Registration Statement with the SEC on the appropriate registration form for all or part of any the Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of held by such notice to deliver to the Company Initiating Holder, by delivering a written request thereof to SpinCo specifying the number of shares of Registrable Securities such Initiating Holder intends wishes to sell Register (a “Demand Registration”). SpinCo shall (i) within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, (ii) use its commercially reasonable efforts to prepare and file the Registration Statement as expeditiously as possible, but in any event within 30 days of such request and (iii) use its commercially reasonable efforts to cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Initiating Holder. SpinCo shall include in such Registration all Registrable Securities with respect to which SpinCo receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from SpinCo, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement be on any appropriate form, including Form S-4 in the case of an Exchange Offer or a Form S-3 (if SpinCo is then eligible to use Form S-3) in the case of a Shelf Registration Statement, and SpinCo shall effect the Registration on the form so requested. (b) The Holder(s) may collectively make a total of four Demand Registration requests pursuant to Section 2.01(a) (including any exercise of rights to Demand Registration transferred pursuant to Section 4.05 and including any exercise of rights to Demand Registration made pursuant to any registration rights agreement entered into pursuant to Section 2.09); provided that the Holder(s) may not make more than two Demand Registration requests in any 365-day period. In addition, and notwithstanding anything to the contrary, the Parent Group shall be permitted to engage in up to four Private Exchanges within any 365-day period following the date hereof, and Demand Registration request(s) made by the Participating Banks in such Private Exchanges pursuant to one or more registration rights agreements with SpinCo pursuant to Section 2.09 shall collectively count only as one Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b) (it being understood that the Parent Group shall be permitted to engage in additional Private Exchanges outside such twelve-month period, but each Demand Registration request by the Participating Banks for such Private Exchange pursuant to its registration rights agreement with SpinCo pursuant to Section 2.09 shall count as an additional Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b)). Furthermore, and notwithstanding anything to the contrary, if, at the time of the second Demand Registration, SpinCo is prohibited under then-existing SEC rules from registering all remaining Registrable Securities pursuant to a Shelf Registration, regardless of whether the Holder or Holders has requested that such third Demand Registration be a Shelf Registration or otherwise, then such Demand Registration shall not count toward the total number of Demand Registration requests made by the Holder(s), and the Holder's intended plan Holder(s) shall continue to be able to make additional Demand Registration requests until such time as SpinCo is permitted under then-existing SEC rules to register all of dispositionthe remaining Registrable Securities pursuant to a Shelf Registration. (c) Upon receipt SpinCo shall be deemed to have effected a Registration for purposes of this Section 2.01 if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been Sold and (ii) in the case of a written request pursuant to Section 9.2(b)Registration Statement that is not a Shelf Registration Statement, (x) 60 days from the effective date of the Registration Statement, in the case of a Shelf Registration Statement on Form S-1, (y) 12 months from the effective date of the Shelf Registration Statement on Form S-3 or (z) 24 months from the effective date of the Shelf Registration Statement in the case of a Shelf Registration Statement on any other form (such period, as applicable, the Company “Registration Period”). No Registration shall promptly use its best efforts be deemed to cause all such Registrable Securities have been effective if the conditions to be Registered, to the extent required to permit sale or disposition as set forth closing specified in the written requestunderwriting agreement or dealer manager agreement, if any, entered into in connection with such Registration are not satisfied by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement or dealer manager agreement by any member of the SpinCo Group. If during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority or the need to update or supplement the Registration Statement, the Registration Period shall be extended on a day-for-day basis for any period in which the Holder(s) is unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Authority. (d) Notwithstanding the forgoingWith respect to any Registration Statement or Takedown Prospectus Supplement, whether filed or to be filed pursuant to this Agreement, if SpinCo shall reasonably determine, upon the advice of legal counsel, that maintaining the effectiveness of such Registration Statement or filing an amendment or supplement thereto (or, if no Registration Statement has yet been filed, filing such a Registration Statement), or filing such Takedown Prospectus Supplement, would (i) require the public disclosure of material nonpublic information concerning any transaction or negotiations involving SpinCo or any of its consolidated Subsidiaries that would materially interfere with such transaction or negotiations or (ii) require the public disclosure of material nonpublic information concerning SpinCo that, if disclosed at such time, would be materially adverse to SpinCo (a “Disadvantageous Condition”), SpinCo may, for the shortest period reasonably practicable, and in any event for not more than 60 consecutive calendar days (a “Blackout Period”), notify the Holders whose offers and Sales of Registrable Securities are covered (or to be covered) by such Registration Statement or Takedown Prospectus Supplement that such Registration Statement is unavailable for use (or will not be filed as requested) (such notice, a “Blackout Notice”). Upon the receipt of any Blackout Notice, the Holders shall forthwith discontinue use of the Prospectus or Takedown Prospectus Supplement contained in any effective Registration Statement; provided, that, if at the time of receipt of such Blackout Notice any Holder shall have Sold its Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement or Takedown Prospectus Supplement, then SpinCo shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities Laws on the timely delivery of such Registrable Securities. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist, SpinCo shall as promptly as reasonably practicable notify the Holders and take such actions in respect of such Registration Statement or Takedown Prospectus Supplement as are otherwise required by this Agreement. The effectiveness period for any Demand Registration or Shelf Registration Statement for which SpinCo has given notice of a Blackout Period shall be increased by the length of time of such Blackout Period. SpinCo shall not impose, in any 365-day period, Blackout Periods lasting, in the aggregate, in excess of 90 calendar days. If SpinCo declares a Blackout Period with respect to a Demand Registration for a Registration Statement that has not yet been declared effective or a Takedown Request for which a Takedown Prospectus Supplement has not yet been filed, (i) the Holders may by notice to SpinCo withdraw the related Demand Registration request or Takedown Request, in the case of a Demand Registration request without such Demand Registration request counting against the number of Demand Registration requests permitted to be made under Section 2.01(b), and (ii) the Holders shall not be responsible for any of SpinCo’s related Registration Expenses. (e) If the Initiating Holder so indicates at the time of its request pursuant to Section 2.01(a) or Section 2.01(g), such offering of Registrable Securities shall be in the form of an Underwritten Offering or an Exchange Offer, and SpinCo shall include such information in the written notice to the Holders required under Section 2.01(a). In the event that the Initiating Holder intends to Sell the Registrable Securities by means of an Underwritten Offering or Exchange Offer, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such Underwritten Offering or Exchange Offer and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering or the Exchange Offer to the extent provided herein. The Holders of a majority of the outstanding Registrable Securities being included in any Underwritten Offering or Exchange Offer shall select the underwriter(s) in the case of an Underwritten Offering or the dealer manager(s) in the case of an Exchange Offer, provided that such underwriter(s) or dealer manager(s) are reasonably acceptable to SpinCo. SpinCo shall be entitled to designate counsel for such underwriter(s) or dealer manager(s) (subject to their approval), provided that such designated underwriters’ counsel shall be a firm of national reputation representing underwriters or dealer managers in capital markets transactions. (f) If the managing underwriter determines and advises in writing that the inclusion or underwriters of all Registrable Securities a proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders Underwritten Offering of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in a Registration pursuant to this Section 2.01 inform(s) in writing the underwritten public offeringHolders participating in such Registration that, then in its or their opinion, the number of such shares of Common Stock securities requested to be included in such Registration Statement shall exceeds the number that can be reducedSold in such offering without being likely to have a significant adverse effect on the price, and shares timing or distribution of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriterthe securities offered or the market for the securities offered, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares Registrable Securities to be included in such Registration shall be reduced to the maximum number recommended by the managing underwriter or underwriters and allocated first to any members of Common Stock the respective holders proposed Parent Group participating in the Registration, and then pro rata among the other Holders, including the Initiating Holder (other than any member of the Parent Group), in proportion to include. The shares the number of Common Stock Registrable Securities each Holder has requested to be included in such Registration; provided, that are so excluded from the Initiating Holder may notify SpinCo in writing that the Registration Statement shall be withheld from abandoned or withdrawn, in which event SpinCo shall abandon or withdraw such Registration Statement. In the market by event the Initiating Holder notifies SpinCo that such Registration Statement shall be abandoned or withdrawn, such Holder shall not be deemed to have requested a Demand Registration pursuant to Section 2.01(a), and SpinCo shall not be deemed to have effected a Demand Registration pursuant to Section 2.01(b). If the amount of Registrable Securities to be underwritten has not been limited in accordance with the first sentence of this Section 2.01(f), SpinCo and the holders thereof of SpinCo Shares or, if the Registrable Securities include securities other than SpinCo Shares, the holders of securities of the same class of those securities included in the Registrable Securities, in each case, other than the Holders (“Other Holders”), may include such securities for their own account or for the account of Other Holders in such Registration if the underwriter(s) so agree and to the extent that, in the opinion of such underwriter(s), the inclusion of such additional amount will not adversely affect the offering of the Registrable Securities included in such Registration. (g) With respect to any Demand Registration, the requesting Holders may request that SpinCo effect a registration of the Registrable Securities under a Shelf Registration, in which event SpinCo shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective in accordance with Section 2.01(c) (including by renewing or refiling upon expiration), a Shelf Registration Statement; provided, that SpinCo shall not be required to maintain in effect more than one Shelf Registration at any one time pursuant to this Section 2.01(g). Thereafter, SpinCo shall, as promptly as reasonably practicable following the written request of Holders for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such Shelf Registration Statement under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to Holder’s intended method of distribution thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount and the intended method or methods of distribution thereof. If, in the case of an Underwritten Offering pursuant to a Takedown Request, the requesting Holder(s) so elect, such offering shall be in the form of a Block Trade, in which such event the requesting Holder(s) shall give at least ten (10) business days’ prior notice in writing of such transaction to SpinCo (which such notice shall identify the potential underwriter(s) and include contact information for such underwriter(s)), and SpinCo shall use commercially reasonable efforts to cooperate with such requesting Holder(s) to the extent it is reasonably able and shall not be required to give notice thereof to other Holders of Registrable Securities or permit their participation therein unless SpinCo determines it is reasonably practicable to do so. In no event shall SpinCo be required to effect, pursuant to this Section 2.01(g), during any 90-day period, more than (A) two Block Trades or (B) more than one Underwritten Offering that is not a Block Trade pursuant to exceed 180 daysa Takedown Request (it being understood, for the avoidance of doubt, that a Takedown Request shall not count as a Demand Registration request for purposes of the managing underwriter reasonably determines as necessary limit set forth in order to effect the underwritten public offeringSection 2.01(b)).

Registration. The Holder of this Warrant shall have the right to include all of the shares of Common Stock underlying this Warrant (athe "Registrable Securities") Each time as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Company proposes for holder of this Warrant agrees it shall not have any reason to Register any of its securities, other than piggy-back registration rights pursuant to a Registration Statement on Form S-4 this Section 12(c) if the shares of Common Stock underlying this Warrant are freely tradable in the United States pursuant to the provisions of Regulation D. Holder shall have five (5) bus▇▇▇▇▇ ▇▇▇s to notify the Company in writing as to whether the Company is to include Holder or Form S-8 not include Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or similar or successor formsin part, the Company shall promptly give written notice may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such proposed Registration to offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, which and all other selling stockholders, shall offer be limited to registering such proportion of their respective shares as shall equal the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section 9.2(b), the Company shall promptly use its best efforts to cause (and all such other Registrable Securities to be Registered, to held by the extent required to permit sale or disposition as set forth in the written request. (dselling stockholders) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders Holders thereof for a period, not to exceed 180 one hundred eighty (180) days, that which the managing underwriter may reasonably determines as determine is necessary in order to effect such underwritten offering. The Company shall have the underwritten public offeringright to terminate or withdraw any registration initiated by it under this Section 12(c) prior to the effectiveness of such registration whether or not any Warrant holder elected to include securities in such registration. All registration expenses incurred by the Company in complying with this Section 12(c) shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the holders of the Warrants.

Registration. (a) Each time that the Company proposes for any reason On or prior to Register any of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 60 days from the receipt of such notice to deliver to Closing (as defined in the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(bStock Purchase Agreement), the Company shall promptly file a registration statement (the “Registration Statement”), covering all of the Registrable Securities and thereafter shall use its commercially reasonable best efforts to cause as soon as practicable effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations). If requested, the Company shall, together with all such Holders proposing to sell their Registrable Securities to be Registeredin such registration in an underwritten distribution (the “Initiating Holders”), enter into an underwriting agreement in customary form with an investment banking firm or firms selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the extent required to permit sale or disposition as set forth Company’s reasonable approval. The Company may, at its option, include shares held by other securityholders of the Company in any such registration statement filed under this Section 2.1. Notwithstanding the foregoing, if in the written request. (d) Notwithstanding the forgoing, if good faith judgment of the managing underwriter determines and advises in writing that of such public offering, the inclusion of all of the Registrable Securities proposed requested to be registered would materially and adversely affect the successful marketing of the offering, then the amount of the securities to be included in the Registration Statement, together with any offering shall be reduced and the Registrable Securities and the other issued and outstanding shares of Common Stock proposed to be included therein by holders other than offered shall participate in such offering as follows: (i) first, the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock requested to be included in such Registration Statement shall be reducedregistration by the Initiating Holders, and shares if two or more Initiating Holders are included in the registration, pro rata among the Initiating Holders on the basis of Common Stock shall be excluded from such underwritten public offering in a the number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities owned by each such Initiating Holder, and (ii) second, the Other Shares proposed shares requested to be registeredincluded in such registration by any stockholder other than the Initiating Holders, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market in any manner determined by the holders thereof for a periodCompany (including in any manner specified in any agreement between the Company and such other stockholders). If any Holder of Registrable Securities disapproves of the terms of the underwriting, not such person may elect to exceed 180 days, that withdraw therefrom by written notice to the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringCompany.

Registration. (a) Each time that Any Holder(s) of Registrable Securities (collectively, the Company proposes “Initiating Holder”) shall have the right (including, for any reason to Register any the avoidance of doubt, in connection with its securities, other than rights pursuant to Section 2.05) to request that SpinCo file a Registration Statement on Form S-4 behalf of itself or, in the case of the Parent Group, on behalf of the Participating Banks with the SEC on the appropriate registration form for all or Form S-8 or similar or successor forms, part of the Company shall promptly give written notice of Registrable Securities held by such proposed Registration to the Initiating Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company by delivering a written request thereof to SpinCo specifying the number of shares of Registrable Securities such Initiating Holder intends wishes to sell Register (a “Demand Registration”). SpinCo shall (i) within five (5) days of the receipt of such request, give written notice of such Demand Registration to all Holders of Registrable Securities, (ii) use its reasonable best efforts to prepare and file the Registration Statement as expeditiously as possible, but in any event within thirty (30) days of such request and (iii) use its reasonable best efforts to cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Initiating Holder's intended plan . SpinCo shall include in such Registration all Registrable Securities with respect to which SpinCo receives, within the ten (10) days immediately following the receipt by the Holder(s) of dispositionsuch notice from SpinCo, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement be on any appropriate form, including Form S-4 in the case of an Exchange Offer or an S-3 in the case of a Shelf Registration Statement, and SpinCo shall effect the Registration on the form so requested. (b) There shall be no limitation on the number of Demand Registrations pursuant to Section 2.01(a) (including any exercise of rights to Demand Registration transferred pursuant to Section 4.05 and including any exercise of rights to Demand Registration made pursuant to any registration rights agreement entered into pursuant to Section 2.05); provided, however that the Holder(s) may not require SpinCo to effect a Demand Registration within sixty (60) days after the effective date of a previous registration by SpinCo, other than a Shelf Registration, effected pursuant this Section 2.01 (it being understood that the Distribution Registration Statement shall not be treated as a Demand Registration). The Registrable Securities requested to be Registered pursuant to Section 2.01(a) must represent (i) an aggregate offering price of Registrable Securities that is reasonably expected to equal at least $10,000,000 (or its equivalent if the Registrable Securities are to be offered in an Exchange Offer) or (ii) all of the remaining Registrable Securities owned by the requesting Holder and its Affiliates. (c) Upon receipt SpinCo shall be deemed to have effected a Registration for purposes of this Section 2.01 if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been Sold and (ii) ninety (90) days from the effective date of the Registration Statement (such period, as applicable, the “Registration Period”). No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement or dealer manager agreement, if any, entered into in connection with such Registration are not satisfied by reason of a written request pursuant wrongful act, misrepresentation or breach of such applicable underwriting agreement or dealer manager agreement by any member of the SpinCo Group. If during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority or the need to Section 9.2(b)update or supplement the Registration Statement, the Company Registration Period shall promptly use its best efforts be extended on a day-for-day basis for any period in which the Holder(s) is unable to cause all complete an offering as a result of such Registrable Securities stop order, injunction or other order or requirement of the SEC or other Governmental Authority or as a result of such need to be Registered, to update or supplement the extent required to permit sale or disposition as set forth in the written requestRegistration Statement. (d) Notwithstanding the forgoingWith respect to any Registration Statement or Takedown Prospectus Supplement, whether filed or to be filed pursuant to this Agreement, if SpinCo shall reasonably determine, upon the managing underwriter determines advice of legal counsel, that maintaining the effectiveness of such Registration Statement or filing an amendment or supplement thereto (or, if no Registration Statement has yet been filed, filing such a Registration Statement), or filing such Takedown Prospectus Supplement, would (i) require the public disclosure of material nonpublic information concerning any transaction or negotiations involving SpinCo or any of its consolidated Subsidiaries that would materially interfere with such transaction or negotiations or (ii) require the public disclosure of material nonpublic information concerning SpinCo or any of its consolidated Subsidiaries that, if disclosed at such time, would be materially adverse to SpinCo (a “Disadvantageous Condition”), SpinCo may, for the shortest period reasonably practicable, and advises in writing that any event for not more than sixty (60) consecutive days (a “Blackout Period”), notify the inclusion Holders whose offers and Sales of all Registrable Securities proposed are covered (or to be included covered) by such Registration Statement or Takedown Prospectus Supplement that such Registration Statement is unavailable for use (or will not be filed as requested) (such notice, a “Blackout Notice”). Upon the receipt of any Blackout Notice, the Holders shall forthwith discontinue use of the Prospectus or Takedown Prospectus Supplement contained in any effective Registration Statement; provided, that, if at the time of receipt of such Blackout Notice any Holder shall have Sold its Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement or Takedown Prospectus Supplement, then SpinCo shall use its reasonable best efforts to take such action as to eliminate any restriction imposed by federal securities Laws on the timely delivery of such Registrable Securities; provided, further, that, if implementation of such Blackout Period would materially impair the ability of Parent or any member of the Parent Group to Sell its Registrable Securities in accordance with its or their intended method of distribution before the Deadline, then SpinCo may not impose such Blackout Period (and any Blackout Period then in effect shall automatically expire) and SpinCo shall as soon as reasonably possible revise, amend and/or supplement the Registration Statement, together as applicable, so that it does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist, SpinCo shall promptly notify the Holders and take such actions in respect of such Registration Statement or Takedown Prospectus Supplement as are otherwise required by this Agreement. The Registration Period for any Registration Statement for which SpinCo has given notice of a Blackout Period shall be increased by the length of time of such Blackout Period. SpinCo shall not impose, in any 365-day period, Blackout Periods lasting, in the aggregate, in excess of sixty (60) days. If SpinCo declares a Blackout Period with respect to a Demand Registration for a Registration Statement that has not yet been declared effective or a Takedown Request for which a Takedown Prospectus Supplement has not yet been filed, (i) the Holders may by notice to SpinCo withdraw the related Demand Registration request or Takedown Request, and (ii) the Holders shall not be responsible for any other issued and outstanding shares of Common Stock proposed SpinCo’s related Registration Expenses. (e) If the Initiating Holder so indicates at the time of its request pursuant to be included therein by holders other than the holders Section 2.01(a) or Section 2.01(g), such offering of Registrable Securities shall be in the form of an Underwritten Offering or an Exchange Offer, and SpinCo shall include such information in the written notice to the Holders required under Section 2.01(a). In the event that the Initiating Holder intends to Sell the Registrable Securities by means of an Underwritten Offering or Exchange Offer, the right of any Holder to include Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering or Exchange Offer and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering or the Exchange Offer to the extent provided herein. (such other shares hereinafter collectively referred to as f) If the "Other Shares"), would interfere with the successful marketing managing underwriter or underwriters of the securities a proposed to be Underwritten Offering of Registrable Securities included in a Registration pursuant to this Section 2.01 inform(s) in writing the underwritten public offeringHolders participating in such Registration that, then in its or their opinion, the number of such shares of Common Stock securities requested to be included in such Registration exceeds the number that can be Sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the number of Registrable Securities to be included in such Registration shall be reduced to the maximum number recommended by the managing underwriter or underwriters and allocated (i) first, Registrable Securities requested by any member of the Parent Group participating in the Underwritten Offering, (ii) second, Registrable Securities requested by all other Holders to be included in the Underwritten Offering on a pro rata basis calculated among the other Holders, including the Initiating Holder (other than any member of the Parent Group), in proportion to the number of Registrable Securities each Holder has requested to be included in such Registration; provided, that if the foregoing would result in a reduction of the Registrable Securities of the Initiating Holder to be included in such Registration, the Initiating Holder may notify SpinCo in writing that the Registration Statement shall be reducedabandoned or withdrawn, in which event SpinCo shall abandon or withdraw such Registration Statement and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter(iii) third, by excluding equal numbers of (i) the all other Registrable Securities requested and (ii) the Other Shares proposed otherwise eligible to be registered, included in such Underwritten Offering (including Registrable Securities to be sold for the account of the SpinCo) on a pro rata, rata basis calculated based on the number of shares of Common Stock requested to be Registered. In the respective holders proposed to include. The shares of Common Stock event the Initiating Holder notifies SpinCo that are so excluded from the such Registration Statement shall be withheld from abandoned or withdrawn, such Holder shall not be deemed to have requested a Demand Registration pursuant to Section 2.01(a), and SpinCo shall not be deemed to have effected a Demand Registration pursuant to Section 2.01(b) with respect to such abandoned or withdrawn Registration Statement. (g) With respect to any Demand Registration, the market requesting Holders may request that SpinCo effect a Registration of the Registrable Securities under a Shelf Registration, in which event SpinCo shall file, and shall thereafter use its reasonable best efforts to make and keep effective in accordance with Section 2.01(c) (including by filing any post-effective amendments or prospectus supplements as required by law or renewing or refiling upon expiration), a Shelf Registration Statement. Thereafter, SpinCo shall, within five (5) days of the holders thereof receipt of the written request of Holders for a periodresale of Registrable Securities (a “Takedown Request”), give written notice of such Takedown Request to all Holders of Registrable Securities included on such Shelf Registration and shall file a prospectus supplement (a “Takedown Prospectus Supplement”) to such Shelf Registration Statement under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to ▇▇▇▇▇▇’s intended method of distribution thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount and the intended method or methods of distribution thereof. There shall be no limitations on the number of Underwritten Offerings pursuant to a Shelf Registration. Notwithstanding anything else to the contrary in this Agreement, the requirement to deliver a Takedown Notice and the piggyback rights described in this Section 2.01(g) shall not apply to exceed 180 days, an Underwritten Offering that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringconstitutes a block trade.

Registration. (a) Each time that the Company proposes for Whenever any reason Registrable Securities are to Register any of its securities, other than be registered pursuant to a Registration Statement on Form S-4 Section 2 or Form S-8 or similar or successor forms3 of this Agreement, the Company shall promptly give written notice will use its best efforts to effect the registration and the sale of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities under the Securities Act in accordance with the proposed Registrationintended method of disposition thereof. (b) The Holder shall have 10 days from the receipt of such notice Company may require each Stockholder requesting a registration pursuant to deliver Section 2 or 3 to furnish to the Company a written request specifying such information regarding the number distribution of shares such securities and such other information relating to such Stockholder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing. Each such Holder intends Stockholder agrees to sell furnish such information to the Company and to cooperate with the Holder's intended plan Company as necessary to enable the Company to comply with the provisions of dispositionthis Agreement. (c) Upon receipt of any notice from the Company at any time when a written request pursuant prospectus relating to Section 9.2(b)the registration is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the prospectus included in such registration statement (as then in effect) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Stockholders selling Registrable Securities will forthwith discontinue disposition of the Registrable Securities until receipt of copies of a supplemented or amended prospectus or until such Stockholders are advised in writing (the “Advice”) by the Company shall promptly that the use its best efforts of the prospectus may be resumed, and have received copies of any additional or supplemental filings which are incorporated by reference in the prospectus and, if so directed by the Company, such Stockholders will, or will request the managing underwriter or underwriters, if any, to, deliver to cause the Company (at the Company’s expense) all copies, other than permanent file copies then in such holder’s possession of the prospectus covering such Registrable Securities to be Registered, to current at the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion time of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number receipt of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringnotice.

Registration. (a) Each time that If, at any time, the Company proposes for any reason or is required to Register register any of its securities, equity securities or securities convertible or exchangeable for equity securities under the Securities Act (other than pursuant to a Registration Statement (i) registration on Form S-4 such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan, Form S-8 or similar (ii) a merger, consolidation or successor formsacquisition, Form S-4), whether or not for its own account, the Company shall promptly give prompt written notice of such proposed Registration its intention to do so to each of the Holders of record of Registrable Securities. Upon the written request of any Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have made within 10 days from following the receipt of any such written notice to deliver to (which request shall specify the Company a written request specifying the maximum number of shares of Registrable Securities intended to be disposed of by such Holder intends to sell and the Holder's intended plan method of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(bdistribution thereof), the Company shall promptly use its best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which the Company at the time proposes to register) to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be Registered, so registered. There is no limitation on the number of piggyback registrations pursuant to the extent required preceding sentence which the Company is obligated to permit sale or disposition as set forth in the written requesteffect. (db) Notwithstanding The Holder's rights under this Section 2 shall be subject to the forgoinglimitation that, if in the managing underwriter determines and advises in writing event that the inclusion of all Registrable Securities proposed to be included in the Company files a Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the Statement for an underwritten public offering, then intending to distribute shares in an underwritten offering, the number inclusion of such shares of Common Stock to be included in such Registration Statement the Registrable Securities shall be reducedupon the condition that: (i) if requested by the managing underwriter as a condition of the offering, they be sold through the underwriters on the same terms and shares conditions as are applicable to the Company or all other selling stockholders of Common Stock shall be excluded from the Company; or (ii) if such underwritten public offering in a number deemed necessary condition is imposed by such the managing underwriter, by excluding equal numbers of (i) and the Holder does not wish to sell the Registrable Securities upon such terms and (ii) conditions, the Other Shares proposed Holder will agree not to be registered, pro rata, based on transfer or otherwise dispose of any Registrable Securities for a period of time from the number effective date of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, (not to exceed 180 90 days, that ) specified by the managing underwriter reasonably determines as necessary in order to effect underwriter. (c) At the underwritten public offeringelection of the Holder, the Registrable Securities may be registered on behalf of the Holder or the Holders members on a pro rata basis based on their percentage of ownership of the Note.

Registration. (a) Each time that Subject to the limitations set forth in this Agreement, if the Company proposes for any reason to Register register any of its securitiesCommon Stock under the Securities Act of 1933, as amended (the "Act"), for public offering and sale by it solely for cash (other than pursuant registrations with regard to a Registration Statement on Form S-4 or Form S-8 or similar or successor formsacquisitions, the Company shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion conversions of any Registrable Securities in of the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the HolderCompany's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(bsecurities or employee stock options, employee purchase plans or other employee benefit plans), the Company shall promptly use its best efforts to give notice to the Stockholders of its intention to effect such a registration at least 10 days prior to the filing with the Securities and Exchange Commission (the "Commission") of such registration statement. Upon written request of any Stockholder, given within 10 days after receipt from the Company of such notice, the Company shall, subject to the limitations set forth in this Agreement, use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock Stockholder's Registerable Securities (as hereinafter defined) then held by such Stockholder and referred to in such request to be included in such Registration Statement registration statement; provided, however, that in the event the offering pursuant to such registration statement shall be reduced, underwritten and shares the managing underwriter or managing underwriters advise the Company that in its or their opinion the number of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed securities requested to be registeredincluded in such registration pursuant to this Section 1(a) and pursuant to any other rights granted by the Company to holders of its securities to request inclusion of any such securities in such registration exceeds the number of securities which can be sold in the offering without adversely affecting the offering price or the marketing of the securities to be offered for the account of the Company, pro rata, based on the Company may so advise the Stockholders and the Stockholders shall accept a reduction (including a total elimination) in the number of shares included in such registration in an amount which such underwriter or underwriters, in its or their sole discretion, deem advisable so as not to adversely affect the offering price or marketing of Common Stock the respective holders proposed securities to includebe offered for the account of the Company. The Nothing in this Section 1(a) shall limit the Company's ability to withdraw or delay a registration statement it has filed either before or after effectiveness. Notwithstanding anything to the contrary set forth herein, the Company shall not be obligated to effect or take any action to effect any such registration for the account of any Stockholder with respect to less than an aggregate of 25,000 shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that Registerable Securities or such lower amount as the managing underwriter reasonably determines as necessary in order may agree. The registration rights granted under this Section 1(a) shall pertain only to registrations with respect to which a registration statement is initially filed with the Commission after the Initial Date and within three years from the date hereof. Notwithstanding anything to the contrary set forth herein, the Company shall not be obligated to effect or take any action to effect any such registration of Registerable Securities under a particular registration statement if the underwritten Stockholders were previously given the opportunity to register all of the Registerable Securities hereunder or otherwise under a separate registration statement initially filed within the previous one-year period; provided that such opportunity shall be counted only if (A) the separate registration statement has become effective under the Act, and (B) the public offeringoffering has been consummated on the terms and conditions specified therein.

Registration. (a) Each time that Prior to the Company proposes for fifth anniversary of the closing of the IPO, any reason to Register any Holder(s) of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor formsRegistrable Securities (collectively, the Company “Initiating Holder”) shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder have the right to request inclusion that ASV file a Registration Statement with the SEC on the appropriate registration form for all or part of any the Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of held by such notice to deliver to the Company Holder, by delivering a written request thereof to ASV specifying the number of shares of Registrable Securities such Holder intends wishes to sell register (a “Demand Registration”); provided, however, that a Demand Registration may only be requested if the sale of Table of Contents the Registrable Securities requested to be registered by the Initiating Holders is reasonably expected to result in (i) aggregate gross cash proceeds of at least $10,000,000 (without regard to any underwriting discount or commission) or (ii) a sale of two percent (2%) or more of the outstanding shares of Common Stock; and provided, further, that ASV shall not be obligated to effect registration with respect to Registrable Securities pursuant to this Section 2.01 in violation of the Holder's intended plan underwriting agreement entered into in connection with the IPO or within 180 days of disposition. the completion of the IPO. ASV shall (ci) Upon within five days of the receipt of a Demand Registration, give written request pursuant notice of such Demand Registration to Section 9.2(b)all Holders of Registrable Securities, the Company shall promptly (ii) use its reasonable best efforts to prepare and file the Registration Statement as expeditiously as possible but in any event within 45 days of such request, subject to extension by the Holder(s) upon ASV’s reasonable request, including the justification thereof, and (iii) use its reasonable best efforts to cause all such Registrable Securities the Registration Statement to be Registered, to become effective in respect of each Demand Registration in accordance with the extent required to permit sale or disposition as intended method of distribution set forth in the written request. (drequest delivered by the Holder. ASV shall include in such Registration all Registrable Securities with respect to which ASV receives, within the 10 days immediately following the receipt by the Holder(s) Notwithstanding of such notice from ASV, a request for inclusion in the forgoing, if registration from the managing underwriter determines and advises Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in writing that the inclusion Registration shall also specify the aggregate amount of all Registrable Securities proposed to be included in registered. The Initiating Holder may request that the Registration Statement be on any appropriate form. For purposes of clarification, ASV can satisfy its obligation under this Section 2.01(a) to file a Registration Statement by filing a Shelf Registration Statement, together with any other issued and outstanding shares of Common Stock proposed can satisfy its obligation to be included therein complete a Demand Registration by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares")filing, would interfere with the successful marketing of the securities proposed to be included in the underwritten public offeringif applicable, then the number of such shares of Common Stock to be included in such a Prospectus under an effective Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of that covers (i) the Registrable Securities requested by the Holders to be registered in accordance with this Section 2.01(a) and (ii) the Other Shares proposed plan of distribution requested by the participating Holders. (b) The Holder(s) may collectively make a total of three Demand Registration requests pursuant to Section 2.01(a) (including any rights to Demand Registration transferred pursuant to Section 3.08(a)); provided that the Holder(s) may not make more than two Demand Registration requests in any 365-day period. (c) ASV shall be registered, pro rata, based on the number deemed to have effected a Registration for purposes of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from this Section 2.01 if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC, and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been sold and (ii) 60 days from the effective date of the Registration Statement (or from the date the applicable Prospectus is filed with the SEC if ASV is satisfying a request for Demand Registration by filing a Prospectus under an effective Shelf Registration Statement) (the “Registration Period”). No Registration shall be withheld from deemed to have been effective if the market conditions to closing specified in the underwriting agreement or dealer manager agreement, if any, entered into in connection with such Registration are not satisfied by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement or dealer manager agreement by ASV. If during the holders thereof Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or the need to update or supplement the Registration Statement, the Registration Period shall be extended on a day-for-day basis for any period the Holder is unable to complete an offering as a periodresult of such stop order, not to exceed 180 days, that injunction or other order or requirement of the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringSEC or other governmental agency or court.

Registration. (a) Each time that Prior to the Company proposes for second anniversary of the Distribution, any reason to Register any Holder(s) of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor formsRegistrable Securities (collectively, the Company “Initiating Holder”) shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder have the right to request inclusion that Post file a Registration Statement with the SEC on the appropriate registration form for all or part of any the Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of held by such notice to deliver to the Company Holder, by delivering a written request thereof to Post specifying the number of shares of Registrable Securities such Holder intends wishes to sell register (a “Demand Registration”). Post shall (i) within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, (ii) prepare and file the Registration Statement as expeditiously as possible use its reasonable best efforts to prepare and file the Registration Statement as expeditiously as possible but in any event within 45 days of such request, subject to extension by the Holder(s) upon Post’s reasonable request, including the justification thereof, and (iii) use its reasonable best efforts to cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Holder's intended . Post shall include in such Registration all Registrable Securities with respect to which Post receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from Post, a request for inclusion in the registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be registered. The Initiating Holder may request that the Registration Statement be on any appropriate form, including, without limitation, Form S-4 in the case of an exchange offer of the Retained Shares for outstanding securities of the Initiating Holder (an “Exchange Offer”). For purposes of clarification, Post can satisfy its obligation under this Section 2.01(a) to file a Registration Statement by filing a Registration Statement on Form S-4 or a Shelf Registration Statement, as applicable, and can satisfy its obligation to complete a Demand Registration by filing, if applicable, a Prospectus under an effective Registration Statement that covers (i) the Registrable Securities requested by the Holders to be registered in accordance with this Section 2.01(a) and (ii) the plan of dispositiondistribution requested by the participating Holders. (b) The Holder(s) may collectively make a total of three Demand Registration requests pursuant to Section 2.01(a) (including any rights to Demand Registration transferred pursuant to Section 4.08(a). and any rights to Demand Registration made pursuant to any registration rights agreement entered into pursuant to Section 2.05; provided that the Holder(s) may not make more than two Demand Registration requests in any 365-day period. For the avoidance of doubt, if Ralcorp engages in a Private Debt Exchange as contemplated by Section 2.05 with one or more Participating Banks, each request for a Demand Registration made by a Participating Bank in respect of such Private Debt Exchange pursuant to any registration rights agreement entered into by Post pursuant to Section 2.05 shall collectively count as one Demand Registration request hereunder (assuming that the Registrable Securities subject to such Private Debt Exchange are included in a single Prospectus). In addition, and notwithstanding anything to the contrary, Ralcorp and its Subsidiaries shall be permitted on a one-time basis to engage in up to three related Private Debt Exchanges within any six month period during the first year following the date hereof and each Demand Registration request made by the Participating Banks in such Private Debt Exchanges pursuant to its registration rights agreement with Post shall collectively only count as one Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b) (it being understood that, Ralcorp and its Subsidiaries shall be permitted to engage in additional Private Debt Exchanges outside such six month period, but each Demand Registration request by the Participating Banks for such Private Debt Exchange pursuant to its registration rights agreement with Post shall count as an additional Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b)). (c) Upon receipt Post shall be deemed to have effected a Registration for purposes of this Section 2.01 if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC, and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been sold and (ii) 60 days from the effective date of the Registration Statement (or from the date the applicable Prospectus is filed with the SEC if Post is satisfying a request for Demand Registration by filing a Prospectus under an effective Shelf Registration Statement) (the “Registration Period”). No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement or dealer manager agreement, if any, entered into in connection with such Registration are not satisfied by reason of a written request pursuant wrongful act, misrepresentation or breach of such applicable underwriting agreement or dealer manager agreement by Post. If during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or the need to Section 9.2(b)update or supplement the Registration Statement, the Company Registration Period shall promptly use its best efforts be extended on a day-for-day basis for any period the Holder is unable to cause all complete an offering as a result of such Registrable Securities to be Registeredstop order, to injunction or other order or requirement of the extent required to permit sale SEC or disposition as set forth in the written requestother governmental agency or court. (d) Notwithstanding A Demand Registration request may not be made for a minimum of 45 calendar days after the forgoingrevocation of an earlier Demand Registration request. (e) With respect to any Registration Statement, or amendment or supplement thereto, whether filed or to be filed pursuant to this Agreement, if Post shall determine in good faith that maintaining the managing underwriter determines effectiveness of such Registration Statement or filing an amendment or supplement thereto (or, if no Registration Statement has yet been filed, to filing such a Registration Statement) would (i) require the public disclosure of material non-public information concerning any transaction or negotiations involving Post or any of its consolidated subsidiaries that would materially interfere with such transaction or negotiations, (ii) require the public disclosure of material non-public information concerning Post at a time when its directors and advises executive officers are restricted from trading in writing that Post’s securities or (iii) otherwise materially interfere with financing plans, acquisition activities or business activities of Post (a “Disadvantageous Condition”), Post may, for the inclusion shortest period reasonably practicable (a “Blackout Period”), and in any event for not more than 30 consecutive days, notify the Holders whose sales of all Registrable Securities proposed are covered (or to be included covered) by such Registration Statement (a “Blackout Notice”) that such Registration Statement is unavailable for use (or will not be filed as requested). Upon the receipt of any such Blackout Notice, the Holders shall forthwith discontinue use of the prospectus contained in any effective Registration Statement; provided, that, if at the time of receipt of such Blackout Notice any Holder shall have sold its Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement, together then Post shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws on the timely delivery of such shares. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist, Post shall as promptly as reasonably practicable notify the Holders and take such actions in respect of such Registration Statement as are otherwise required by this Agreement. The effectiveness period for any Demand Registration for which Post has exercised a Blackout Period shall be increased by the period of time such Registration Suspension is in effect. Post shall not impose, in any 365-day period, Blackout Periods lasting, in the aggregate, in excess of 60 calendar days. If Post declares a Blackout Period with any other issued and outstanding shares of Common Stock proposed respect to a Demand Registration for a Registration Statement that has not yet been declared effective, (i) the Holders may by notice to Post withdraw the related Demand Registration Request without such Demand Registration request counting against the three Demand Requests permitted to be included therein by holders other than made under Section 2.01 and (ii) the holders Holders will not be responsible for Post’s related Registration Expenses. (f) If the Initiating Holder so indicates at the time of its request pursuant to Section 2.01(a), such offering of Registrable Securities shall be in the form of an Underwritten Offering or an Exchange Offer and Post shall include such information in its written notice to the Holders required under Section 2.01(a). In the event that the Initiating Holder intends to distribute the Registrable Securities by means of an Underwritten Offering or Exchange Offer, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting or Exchange Offer and the inclusion of such Holder’s Registrable Securities in the underwriting or the Exchange Offer to the extent provided herein. The Holders of a majority of the outstanding Registrable Securities being included in any Underwritten Offering or Exchange Offer shall select the underwriter(s) in the case of an Underwritten Offering or the dealer manager(s) in the case of an Exchange Offer; provided, however, that such underwriter(s) or dealer manager(s) must be reasonably acceptable to Post. Post shall be entitled to designate counsel for such underwriter(s) or dealer manager(s) (such other shares hereinafter collectively referred subject to as the "Other Shares"their approval), would interfere with provided that such designated underwriters’ counsel shall be a firm of national reputation representing underwriters or dealer managers in capital markets transactions (g) If the successful marketing managing underwriter or underwriters of the securities a proposed to be Underwritten Offering of Registrable Securities included in a Registration pursuant of this Section 2.01, informs the underwritten public offeringHolders with Registrable Securities in such Registration of such class of Registrable Securities in writing that, then in its or their opinion, the number of such shares of Common Stock securities requested to be included in such Registration Statement exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the Holders shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of have the right to (i) request the number of Registrable Securities and to be included in such Registration be allocated pro rata among the Holders, including the Initiating Holder, to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by the managing underwriter or underwriters; provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining Holders in like manner or (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock notify Post in writing that are so excluded from the Registration Statement shall be withheld from abandoned or withdrawn, in which event Post shall abandon or withdraw such Registration Statement. In the market by event a Holder notifies Post that such Registration Statement shall be abandoned or withdrawn said Holder shall not be deemed to have requested a Demand Registration pursuant to Section 2.01(a) and Post shall not be deemed to have effected a Demand Registration pursuant to Section 2.01(b). If the amount of Registrable Securities to be underwritten has not been so limited, Post and other holders thereof may include shares of Common Stock for a periodits own account (or for the account of other holders) in such Registration if the underwriter(s) so agree and to the extent that, in the opinion of such underwriter(s), the inclusion of such additional amount will not to exceed 180 days, that adversely affect the managing underwriter reasonably determines as necessary offering of the Registrable Securities included in order to effect the underwritten public offeringsuch Registration.

Registration. (a) Each In the event that, at any time that after a Company Alternative Transaction Fee has become payable (whether or not it has been paid), Grantee shall desire to sell any of the Option Shares and so notifies the Issuer within one year after the later of (i) the purchase of such Option Shares pursuant hereto and (ii) the time the Company proposes for any reason Alternative Transaction Fee becomes payable, and such sale requires, in the opinion of counsel to Register any of its securitiesGrantee, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company shall promptly give written notice registration of such proposed Registration Option Shares under the Securities Act, Issuer shall cooperate with Grantee and any underwriters in registering such Option Shares for resale, including, without limitation, promptly filing a registration statement which complies with the requirements of applicable federal and state securities laws and entering into an underwriting agreement with such underwriters upon such terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions; provided, however, that Issuer shall not be required to have declared effective more than two registration statements hereunder (the notice to the Holder, which Issuer requesting the second one to be no earlier than six months after the notice requesting the first one) and shall offer be entitled to delay the Holder the right to request inclusion filing or effectiveness of any Registrable Securities registration statement for up to 90 days if the offering would, in the reasonable judgment of the Board of Directors of Issuer, require premature disclosure of any material corporate development or otherwise interfere with or adversely affect any pending or proposed Registrationoffering of securities of Issuer or any other material transaction involving Issuer. (b) The Holder shall have 10 days from If the receipt of such notice to deliver Issuer Common Stock is registered pursuant to the Company a written request specifying the number provisions of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to this Section 9.2(b)3.02, the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of Issuer agrees (i) to furnish copies of the Registrable Securities registration statement and prospectus relating to the Option Shares covered thereby in such numbers as Grantee may from time to time reasonably request and (ii) if any event shall occur as a result of which it becomes necessary to amend or supplement any registration statement or prospectus, to prepare and file under the Other Shares proposed applicable securities laws such amendments and supplements as may be necessary to keep available for at least 90 days a prospectus covering the Issuer Common Stock meeting the requirements of such securities laws, and to furnish Grantee such numbers of copies of the registration statement and prospectus as amended or supplemented as may reasonably be registeredrequested by Grantee. Issuer shall bear the cost of the registration, pro rataincluding, based on but not limited to, all registration and filing fees, printing expenses, and fees and disbursements of counsel and accountants for Issuer, except that Grantee shall pay the number fees and disbursements of its counsel and the underwriting fees and selling commissions applicable to the shares of Issuer Common Stock the respective holders proposed sold by Grantee. Issuer shall indemnify and hold harmless Grantee, its affiliates and its officers and directors from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorney's fees) arising out of or based upon any statements contained in, omissions or alleged omissions from, each registration statement filed pursuant to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a periodthis Section 3.02; provided, not to exceed 180 dayshowever, that this provision shall not apply to any loss, liability, claim, damage or expense to the managing underwriter reasonably determines as necessary extent it arises out of any untrue statement or omission made in order reliance upon and in conformity with written information furnished to effect the underwritten public offeringIssuer by Grantee, its affiliates and its officers and other representatives expressly for use in any registration statement (or any amendment thereto) or any preliminary prospectus filed pursuant to this Section 3.

Registration. (a) Each If, at any time that after giving written notice of its intention to undertake an Underwritten Offering and prior to the Company proposes closing of such Underwritten Offering, Crosstex shall determine for any reason not to Register any of undertake or to delay such Underwritten Offering, Crosstex may, at its securitieselection, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company shall promptly give written notice of such proposed Registration determination to the HolderSelling Holders and, which (x) in the case of a determination not to undertake such Underwritten Offering, shall offer be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of any such Selling Holder’s Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt such offering by giving written notice to Crosstex of such notice withdrawal up to deliver and including the time of pricing of such offering. No Holders shall be entitled to participate in any such Underwritten Offering under this Section 2.2(a) unless such Holder (together with any Affiliates that are Selling Holders) participating therein holds at least fifteen million ($15,000,000) of Registrable Securities and Other Registrable Securities, in the Company a written request specifying aggregate, (determined by multiplying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market Registrable Securities owned by the holders thereof average of the closing price for a period, not to exceed 180 days, that Common Units for the managing underwriter reasonably determines as necessary in order to effect ten (10) trading days preceding the underwritten public offeringdate of such notice).

Registration. Upon the request of Tango at any time and from time to time within two (a2) Each time years of the first Twister Option Closing, Twister agrees (i) to effect, as promptly as practicable, up to two registrations under the Securities Act covering any part or all (as may be requested by Tango) of the securities that have been acquired by or are issuable to Tango upon exercise of the Company proposes for any reason Twister Stock Option, and to Register any of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause qualify such Twister Option Shares or other securities under any applicable state securities laws and (ii) to include any part or all of the Twister Option Shares or such Registrable other securities in any registration statement for common stock filed by Twister under the Securities Act in which such inclusion is permitted under applicable rules and regulations and to be Registereduse its reasonable best efforts to keep each such registration described in clause (i) effective for a period of not in excess of six (6) months, to the extent required to permit sale or disposition as set forth unless, in the written request. (d) Notwithstanding opinion of counsel to Twister, addressed to Tango and reasonably satisfactory in form and substance to Tango, such registration is not required for the forgoing, if sale and distribution of such securities in the manner contemplated by Tango. If the managing underwriter determines and advises of a proposed offering of securities by Twister shall advise Twister in writing that that, in the inclusion reasonable opinion of all Registrable Securities proposed the managing underwriter, the distribution of the Twister Option Shares requested by Tango to be included in a registration statement concurrently with securities being registered for sale by Twister would adversely affect the Registration Statement, together with any other issued and outstanding shares distribution of Common Stock proposed to be included therein such securities by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offeringTwister, then the number of such shares of Common Stock to be included in such Registration Statement shall be reducedTwister shall, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriterat its option, by excluding equal numbers of either (i) include such Twister Option Shares in the Registrable Securities registration statement, but Tango shall agree to delay the offering and sale for such period of time as the managing underwriter may reasonably request (provided that Tango may at any time withdraw its request to include the Twister Option Shares in such offering) or (ii) include such portion of the Other Twister Option Shares proposed to be registered, pro rata, based on in the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that registration statement as the managing underwriter advises may be included for sale simultaneously with sales by Twister. The registrations effected under this Section 4.2 shall be effected at Twister's expense except for underwriting commissions and discounts and the fees and disbursements of Tango's counsel. With respect to a registration statement which has become effective pursuant to this Agreement, if the Board of Directors of Twister shall determine, in its good faith reasonable judgment, that it is necessary to suspend the availability of such registration statement in light of the existence of any undisclosed acquisition or financing activity or other undisclosed material event, circumstance or condition involving Twister or any subsidiary of Twister, the disclosure of which in any such case could reasonably be expected to materially disadvantage Twister, and the existence of which would render such registration statement inadequate as failing to include material information, then Twister may cause the right of Tango to make dispositions of Twister Option Shares pursuant to such registration statement to be suspended for one or more periods of time not exceeding 90 days in the aggregate as the Board of Directors of Twister determines in its good faith reasonable judgment to be necessary. If Twister determines to suspend the right of the holders pursuant to the immediately preceding sentence, Twister shall deliver a notice to Tango which indicates that such registration statement is no longer usable. Upon the receipt of any such notice, Tango shall forthwith discontinue any sale of Twister Option Shares pursuant to such registration statement and any use of the prospectus contained therein. As soon as necessary the circumstances which resulted in order the delivery of any such notice cease to effect exist, Twister shall promptly notify Tango of such cessation, whereupon Tango may resume making dispositions of Twister Option Shares pursuant to such registration statement. Tango shall provide all information reasonably requested by Twister for inclusion in any registration statement to be filed hereunder. In connection with any registration pursuant to this Section 4.2, Twister and Tango shall provide each other and any underwriter of the underwritten public offeringoffering with customary representations, warranties, covenants, indemnification and contribution.

Registration. (a) Each time Prior to the fifth anniversary of the Distribution Date, any Holder(s) of 10% or more of the then outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the “Initiating Holder”; provided, that the Company proposes for 10% ownership threshold shall not apply to any reason to Register any Holder that is a member of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company Cash America Group) shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder have the right to request inclusion that Enova file a Registration Statement with the SEC on the appropriate registration form for all or part of any the Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of held by such notice to deliver to the Company Initiating Holder, by delivering a written request thereof to Enova specifying the number of shares of Registrable Securities such Initiating Holder intends wishes to sell and register (a “Demand Registration”). Enova shall (i) within five days of the Holder's intended plan of disposition. (c) Upon receipt of a Demand Registration, give written request pursuant notice of such Demand Registration to Section 9.2(b)all Holders of Registrable Securities, (ii) use its reasonable best efforts to prepare and file the Company shall promptly Registration Statement as expeditiously as possible but in any event within 30 days of such request, and (iii) use its best efforts to cause all such Registrable Securities the Registration Statement to be Registered, to become effective in respect of each Demand Registration in accordance with the extent required to permit sale or disposition as intended method of distribution set forth in the written requestrequest delivered by the Initiating Holder. Enova shall include in such Registration all Registrable Securities with respect to which Enova receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from Enova, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement be on any appropriate form, including Form S-4 in the case of an Exchange Offer or a Shelf Registration Statement, and Enova shall effect the Registration on the form so requested. (b) The Holder(s) may collectively make a total of three Demand Registration requests pursuant to Section 2.01(a) (including any exercise of rights to Demand Registration transferred pursuant to Section 4.06 and including any exercise of rights to Demand Registration made pursuant to any registration rights agreement entered into pursuant to Section 2.05); provided that the Holder(s) may not make more than two Demand Registration requests in any 365-day period; further provided, that the Demand Registration requested pursuant to the Separation and Distribution Agreement shall be disregarded for purposes of this sentence and, as such, shall not count against either the total of three Demand Registration Statements that may be requested pursuant to Section 2.01(a) or against the limitation on two Demand Registration requests in any 365-day period. In addition, and notwithstanding anything to the contrary, the Cash America Group shall be permitted on a one-time basis to engage in up to three related Private Debt Exchanges within any six-month period during the first eighteen months following the date hereof, and each Demand Registration request made by the Participating Banks in such Private Debt Exchanges pursuant to one or more registration rights agreements with Enova pursuant to Section 2.05 shall collectively count only as one Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b) (it being understood that the Cash America Group shall be permitted to engage in additional Private Debt Exchanges outside such six-month period, but each Demand Registration request by the Participating Banks for such Private Debt Exchange pursuant to its registration rights agreement with Enova pursuant to Section 2.05 shall count as an additional Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b)). (c) Enova shall be deemed to have effected a Registration for purposes of this Section 2.01 if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been Sold and (ii) 60 days from the effective date of the Registration Statement (or, in the case of a Shelf Registration Statement filed to satisfy a request for a Demand Registration, from the date the Shelf Registration Statement is declared effective with the SEC or becomes effective upon filing with the SEC and remains effective until the date when all of the Registrable Securities thereunder have been sold) (the “Registration Period”). No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement or dealer manager agreement, if any, entered into in connection with such Registration are not satisfied by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement or dealer manager agreement by any member of the Enova Group. If during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority or the need to update or supplement the Registration Statement, the Registration Period shall be extended on a day-for-day basis for any period in which the Holder(s) is unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Authority. (d) Notwithstanding the forgoingWith respect to any Registration Statement, whether filed or to be filed pursuant to this Agreement, if Enova shall reasonably determine, upon the managing underwriter determines advice of legal counsel, that maintaining the effectiveness of such Registration Statement or filing an amendment or supplement thereto (or, if no Registration Statement has yet been filed, filing such a Registration Statement) would (i) require the public disclosure of material nonpublic information concerning any transaction or negotiations involving Enova or any of its consolidated Subsidiaries that would materially interfere with such transaction or negotiations or (ii) require the public disclosure of material nonpublic information concerning Enova at a time when its directors and advises executive officers are restricted from trading in writing that Enova’s securities (a “Disadvantageous Condition”), Enova may, for the inclusion shortest period reasonably practicable, and in any event for not more than 30 consecutive calendar days (a “Blackout Period”), notify the Holders whose offers and Sales of all Registrable Securities proposed are covered (or to be included covered) by such Registration Statement (a “Blackout Notice”) that such Registration Statement is unavailable for use (or will not be filed as requested). Upon the receipt of any such Blackout Notice, the Holders shall forthwith discontinue use of the Prospectus contained in any effective Registration Statement; provided, that, if at the time of receipt of such Blackout Notice any Holder shall have Sold its Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement, together then Enova shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws on the timely delivery of such Registrable Securities. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist, Enova shall as promptly as reasonably practicable notify the Holders and take such actions in respect of such Registration Statement as are otherwise required by this Agreement. The effectiveness period for any Demand Registration for which Enova has given notice of a Blackout Period shall be increased by the length of time of such Blackout Period. Enova shall not impose, in any 365-day period, Blackout Periods lasting, in the aggregate, in excess of 60 calendar days. If Enova declares a Blackout Period with any other issued and outstanding shares respect to a Demand Registration for a Registration Statement that has not yet been declared effective, (i) the Holders may by notice to Enova withdraw the related Demand Registration request without such Demand Registration request counting against the number of Common Stock proposed Demand Registration requests permitted to be included therein by holders other than made under Section 2.01(b) and (ii) the holders Holders shall not be responsible for any of Enova’s related Registration Expenses. (e) If the Initiating Holder so indicates at the time of its request pursuant to Section 2.01(a), such offering of Registrable Securities shall be in the form of an Underwritten Offering or an Exchange Offer, and Enova shall include such information in the written notice to the Holders required under Section 2.01(a). In the event that the Initiating Holder intends to Sell the Registrable Securities by means of an Underwritten Offering or Exchange Offer, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such Underwritten Offering or Exchange Offer and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering or the Exchange Offer to the extent provided herein. The Holders of a majority of the outstanding Registrable Securities being included in any Underwritten Offering or Exchange Offer shall select the underwriter(s) in the case of an Underwritten Offering or the dealer manager(s) in the case of an Exchange Offer, provided that such underwriter(s) or dealer manager(s) are reasonably acceptable to Enova. Enova shall be entitled to designate counsel for such underwriter(s) or dealer manager(s) (such other shares hereinafter collectively referred subject to as the "Other Shares"their approval), would interfere with provided that such designated underwriters’ counsel shall be a firm of national reputation representing underwriters or dealer managers in capital markets transactions. (f) If the successful marketing managing underwriter or underwriters of the securities a proposed to be Underwritten Offering of Registrable Securities included in a Registration pursuant to this Section 2.01 inform(s) in writing the underwritten public offeringHolders participating in such Registration that, then in its or their opinion, the number of such shares of Common Stock securities requested to be included in such Registration Statement shall exceeds the number that can be reducedSold in such offering without being likely to have a significant adverse effect on the price, and shares timing or distribution of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriterthe securities offered or the market for the securities offered, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares Registrable Securities to be included in such Registration shall be reduced to the maximum number recommended by the managing underwriter or underwriter and allocated pro rata among the Holders, including the Initiating Holder, in proportion to the number of Common Stock Registrable Securities each Holder has requested to be included in such Registration; provided, that the respective holders proposed to include. The shares of Common Stock Initiating Holder may notify Enova in writing that are so excluded from the Registration Statement shall be withheld from abandoned or withdrawn, in which event Enova shall abandon or withdraw such Registration Statement. In the market by event the Initiating Holder notifies Enova that such Registration Statement shall be abandoned or withdrawn, such Holder shall not be deemed to have requested a Demand Registration pursuant to Section 2.01(a), and Enova shall not be deemed to have effected a Demand Registration pursuant to Section 2.01(b). If the amount of Registrable Securities to be underwritten has not been limited in accordance with the first sentence of this Section 2.01(f), Enova and the holders thereof of Common Stock or, if the Registrable Securities include securities other than Common Stock, the holders of securities of the same class of those securities included in the Registrable Securities, in each case, other than the Holders (“Other Holders”), may include such securities for a periodtheir own account or for the account of Other Holders in such Registration if the underwriter(s) so agree and to the extent that, in the opinion of such underwriter(s), the inclusion of such additional amount will not to exceed 180 days, that adversely affect the managing underwriter reasonably determines as necessary offering of the Registrable Securities included in order to effect the underwritten public offeringsuch Registration.

Registration. (a) Each The Company and the holders of the Shares agree that if at any time that after the date hereof the Company proposes for any reason shall propose to Register file a registration statement with respect to any of its securitiesCommon Stock on a form suitable for a secondary offering (including its initial public offering), other than pursuant it will give notice in writing to a Registration Statement on Form S-4 or Form S-8 or similar or successor formssuch effect to the registered holder(s) of the Shares at least thirty (30) days prior to such filing, and, at the written request of any such registered holder, made within ten (10) days after the receipt of such notice, will include therein at the Company's cost and expense (including the fees and expenses of counsel to such holder(s), but excluding underwriting discounts, commissions and filing fees attributable to the Shares included therein) such of the Shares as such holder(s) shall request; provided, however, that if the offering being registered by the Company is underwritten and if the representative of the underwriters certifies in writing that the inclusion therein of the Shares would materially and adversely affect the sale of the securities to be sold by the Company thereunder, then the Company shall promptly give written notice be required to include in the offering only that number of such proposed Registration securities, including the Shares, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among all selling shareholders according to the Holdertotal amount of securities entitled to be included therein owned by each selling shareholder, which but in no event shall offer the Holder the right to request inclusion total amount of any Registrable Securities Shares included in the proposed Registrationoffering be less than the number of securities included in the offering by any other single selling shareholder unless all of the Shares are included in the offering). (b) The Holder shall have 10 days from the receipt of such notice to deliver to Whenever the Company a written request specifying undertakes to effect the number registration of shares any of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)Shares, the Company shall promptly shall, as expeditiously as reasonably possible: (i) Prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement covering such Shares and use its best efforts to cause such registration statement to be declared effective by the Commission as expeditiously as possible and to keep such registration effective until the earlier of (A) the date when all Shares covered by the registration statement have been sold or (B) one hundred eighty (180) days from the effective date of the registration statement; provided, that before filing a registration statement or prospectus or any amendment or supplements thereto, the Company will furnish to each Holder of Shares covered by such registration statement and the underwriters, if any, copies of all such Registrable Securities documents proposed to be Registeredfiled (excluding exhibits, unless any such person shall specifically request exhibits), which documents will be subject to the review of such Holders and underwriters, and the Company will not file such registration statement or any amendment thereto or any prospectus or any supplement thereto (including any documents incorporated by reference therein) with the Commission if (A) the underwriters, if any, shall reasonably object to such filing or (B) if information in such registration statement or prospectus concerning a particular selling Holder has changed and such Holder or the underwriters, if any, shall reasonably object. (ii) Prepare and file with the Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement effective during the period referred to in Section 10(b)(i) and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement, and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed with the Commission pursuant to Rule 424 under the Securities Act. (iii) Furnish to the selling Holder(s) such numbers of copies of such registration statement, each amendment thereto, the prospectus included in such registration statement (including each preliminary prospectus), each supplement thereto and such other documents as they may reasonably request in order to facilitate the disposition of the Shares owned by them. (iv) Use its best efforts to register and qualify under such other securities laws of such jurisdictions as shall be reasonably requested by any selling Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable such selling Holder to consummate the disposition of the Shares owned by such Holder, in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to transact business or to file a general consent to service of process in any such states or jurisdictions. (v) Promptly notify each selling Holder of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, at the request of any such Holder, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading. (vi) Provide a transfer agent and registrar for all such Shares not later than the effective date of such registration statement. (vii) Enter into such customary agreements (including underwriting agreements in customary form for a primary offering) and take all such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Shares (including, without limitation, effecting a stock split or a combination of shares). (viii) Make available for inspection by any selling Holder or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such selling Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the officers, directors, employees and independent accountants of the Company to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. (ix) Promptly notify the selling Holder(s) and the underwriters, if any, of the following events and (if requested by any such person) confirm such notification in writing: (A) the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment thereto and, with respect to the registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such documents, (B) any requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information, (C) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threat of initiation of any proceeding for such purposes. (x) Make every reasonable effort to prevent the entry of any order suspending the effectiveness of the registration statement and obtain at the earliest possible moment the withdrawal of any such order, if entered. (xi) Cooperate with the selling Holder(s) and the underwriters, if any, to facilitate the extent timely preparation and delivery of certificates representing the Shares to be sold and not bearing any restrictive legends, and enable such Shares to be in such lots and registered in such names as the underwriters may request at least two (2) business days prior to any delivery of the Shares to the underwriters. (xii) Provide a CUSIP number for all the Shares not later than the effective date of the registration statement. (xiii) Prior to the effectiveness of the registration statement and any post-effective amendment thereto and at each closing of an underwritten offering, (A) make such representations and warranties to the selling Holder(s) and the underwriters, if any, with respect to the Shares and the registration statement as are customarily made by issuers in primary underwritten offerings; (B) use its best efforts to obtain "cold comfort" letters and updates thereof from the Company's independent certified public accountants addressed to the selling Holders and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters by underwriters in connection with primary underwritten offerings; (C) deliver such documents and certificates as may be reasonably requested (1) by the holders of a majority of the Shares being sold, and (2) by the underwriters, if any, to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company; and (D) obtain opinions of counsel to the Company and updates thereof (which counsel and which opinions shall be reasonably satisfactory to the underwriters, if any), covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the selling Holders and underwriters or their counsel. Such counsel shall also state that no facts have come to the attention of such counsel which cause them to believe that such registration statement, the prospectus contained therein, or any amendment or supplement thereto, as of their respective effective or issue dates, contains any untrue statement of any material fact or omits to state any material fact necessary to make the statements therein not misleading (except that no statement need be made with respect to any financial statements, notes thereto or other financial data or other expertized material contained therein). If for any reason the Company's counsel is unable to give such opinion, the Company shall so notify the Holders of the Shares and shall use its best efforts to remove expeditiously all impediments to the rendering of such opinion. (xiv) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any twelve-month period (or ninety (90) days, if such period is a fiscal year) (A) commencing at the end of any fiscal quarter in which the Shares are sold to underwriters in a firm or best efforts underwritten offering, or (B) if not sold to underwriters in such an offering, beginning with the first month of the first fiscal quarter of the Company commencing after the effective date of the registration statement, which statements shall cover such twelve-month periods. (c) The Company's obligations under Section 10(a) above with respect to each holder of Shares are expressly conditioned upon such holder's furnishing to the Company in writing such information concerning such holder and the terms of such holder's proposed offering as the Company shall reasonably request for inclusion in the registration statement. If any registration statement including any of the Shares is filed, then the Company shall indemnify each holder thereof (and each underwriter for such holder and each person, if any, who controls such underwriter within the meaning of the Securities Act) from any loss, claim, damage or liability arising out of, based upon or in any way relating to any untrue statement of a material fact contained in such registration statement or any omission to state therein a material fact required to permit sale be stated therein or disposition as set forth necessary to make the statements therein not misleading, except for any such statement or omission based on information furnished in writing by such holder of the written requestShares expressly for use in connection with such registration statement; and such holder shall indemnify the Company (and each of its officers and directors who has signed such registration statement, each director, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter for the Company and each person, if any, who controls such underwriter within the meaning of the Securities Act) and each other such holder against any loss, claim, damage or liability arising from any such statement or omission which was made in reliance upon information furnished in writing to the Company by such holder of the Shares expressly for use in connection with such registration statement. (d) Notwithstanding For purposes of this Section 10, all of the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed Shares shall be deemed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringoutstanding.

Registration. (a) Each time that Upon the Company proposes for occurrence of a Triggering Event, Issuer shall, at the request of a Holder, as promptly as practicable prepare, file and keep current a shelf registration statement under the Securities Act covering any reason to Register any of its securities, other than or all shares issued and issuable pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company Option and shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause all such Registrable Securities registration statement to become and remain effective for such period as may be Registered, to the extent required reasonably necessary to permit the sale or other disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than issued upon total or partial exercise of the holders of Registrable Securities Option (such other shares hereinafter collectively referred to as the "Other Option Shares")) in accordance with any plan of disposition requested by such Holder; provided, however, that Issuer may suspend filing of or maintaining the effectiveness of a registration statement relating to a registration request by a Holder under this Section 6 for a period of time (not in excess of 60 days in the aggregate) if in its judgment such filing of such registration statement or the maintenance of its effectiveness would interfere require the disclosure of nonpublic information that Issuer has a good faith business purpose for preserving as confidential. Subject to the foregoing, Issuer will use its reasonable best efforts to cause such registration statement to become effective as soon as practicable. In connection with any such registration, Issuer and the Holder requesting such registration shall provide each other with representations, warranties, indemnities and other agreements customarily given in connection with such registrations. If requested by such Holder in connection with such registration, Issuer shall become a party to any underwriting agreement relating to the sale of such shares, but only to the extent of obligating Issuer in respect of representations, warranties, indemnities, contribution and other agreements customarily made by issuers in such underwriting agreements. (b) In the event that such Holder so requests, the closing of the sale or other disposition of the Common Stock or other securities pursuant to a registration statement filed pursuant to Section 6(a) shall occur substantially simultaneously with the successful marketing exercise of the securities proposed Option. (c) Any registration statement prepared and filed under this Section 6 and any sale covered thereby, will be at Issuer's expense except for underwriting discounts or commissions, brokers' fees and the fees and disbursements of the Holder's counsel related thereto. In connection with any registration pursuant to be included in this Section 6, Issuer and such Holder will provide each other and any underwriter of the underwritten public offeringoffering with customary representations, then the number of such shares of Common Stock to be included in such Registration Statement shall be reducedwarranties, covenants, indemnification, and shares of Common Stock shall be excluded from contribution in connection with such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringregistration.

Registration. (a) Each The Company and the Holder of the Warrant and the Shares agree that if at any time that after the date hereof the Company proposes for any reason shall propose to Register file a registration statement with respect to any of its securitiesCommon Stock on a form suitable for a secondary offering (including its initial public offering), other than pursuant it will give notice in writing to a Registration Statement on Form S-4 or Form S-8 or similar or successor formssuch effect to the Holder(s) at least thirty (30) days prior to such filing, and, at the written request of any such registered holder, made within ten (10) days after the receipt of such notice, will include therein at the Company's cost and expense (including the fees and expenses of counsel to such Holder(s), but excluding underwriting discounts, commissions and filing fees attributable to the Shares included therein) such of the Shares as such Holder(s) shall request; provided, however, that if the offering being registered by the Company is underwritten and if the representative of the underwriters certifies in writing that the inclusion therein of the Shares would materially and adversely affect the sale of the securities to be sold by the Company thereunder, then the Company shall promptly give written notice be required to include in the offering only that number of such proposed Registration securities, including the Shares, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among all selling shareholders according to the Holdertotal amount of securities entitled to be included therein owned by each selling shareholder, which but in no event shall offer the Holder the right to request inclusion total amount of any Registrable Securities Shares included in the proposed Registrationoffering be less than the number of securities included in the offering by any other single selling shareholder unless all of the Shares are included in the offering). Holder agrees to take action reasonably requested by the underwriter if such action is customarily required in connection with a public offering. (b) The Holder shall have 10 days from the receipt of such notice to deliver to Whenever the Company a written request specifying undertakes to effect the number registration of shares any of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)Shares, the Company shall promptly shall, as expeditiously as reasonably possible: (i) Prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement covering such Shares and use its best efforts to cause such registration statement to be declared effective by the Commission as expeditiously as possible and to keep such registration effective until the earlier of (A) the date when all Shares covered by the registration statement have been sold or (B) one hundred eighty (180) days from the effective date of the registration statement; provided, that before filing a registration statement or prospectus or any amendment or supplements thereto, the Company will furnish to each Holder of Shares covered by such registration statement and the underwriters, if any, copies of all such Registrable Securities documents proposed to be Registeredfiled (excluding exhibits, unless any such person shall specifically request exhibits), which documents will be subject to the review of such Holders and underwriters, and the Company will not file such registration statement or any amendment thereto or any prospectus or any supplement thereto (including any documents incorporated by reference therein) with the Commission if (A) the underwriters, if any, shall reasonably object to such filing or (B) if information in such registration statement or prospectus concerning a particular selling Holder has changed and such Holder or the underwriters, if any, shall reasonably object. (ii) Prepare and file with the Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement effective during the period referred to in Section 10(b)(i) and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement, and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed with the Commission pursuant to Rule 424 under the Securities Act. (iii) Furnish to the selling Holder(s) such numbers of copies of such registration statement, each amendment thereto, the prospectus included in such registration statement (including each preliminary prospectus), each supplement thereto and such other documents as they may reasonably request in order to facilitate the disposition of the Shares owned by them. (iv) Use its best efforts to register and qualify under such other securities laws of such jurisdictions as shall be reasonably requested by any selling Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable such selling Holder to consummate the disposition of the Shares owned by such Holder, in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to transact business or to file a general consent to service of process in any such states or jurisdictions. (v) Promptly notify each selling Holder of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, at the request of any such Holder, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading. (vi) Provide a transfer agent and registrar for all such Shares not later than the effective date of such registration statement. (vii) Enter into such customary agreements (including underwriting agreements in customary form for a primary offering) and take all such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Shares (including, without limitation, effecting a stock split or a combination of shares). (viii) Make available for inspection by any selling Holder or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such selling Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the officers, directors, employees and independent accountants of the Company to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. (ix) Promptly notify the selling Holder(s) and the underwriters, if any, of the following events and (if requested by any such person) confirm such notification in writing: (A) the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment thereto and, with respect to the registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such documents, (B) any requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information, (C) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threat of initiation of any proceeding for such purposes. (x) Make every reasonable effort to prevent the entry of any order suspending the effectiveness of the registration statement and obtain at the earliest possible moment the withdrawal of any such order, if entered. (xi) Cooperate with the selling Holder(s) and the underwriters, if any, to facilitate the extent required timely preparation and delivery of certificates representing the Shares to permit sale or disposition be sold and not bearing any restrictive legends, and enable such Shares to be in such lots and registered in such names as set forth the underwriters may request at least two (2) business days prior to any delivery of the Shares to the underwriters. (xii) Provide a CUSIP number for all the Shares not later than the effective date of the registration statement. (xiii) Prior to the effectiveness of the registration statement and any post-effective amendment thereto and at each closing of an underwritten offering, (A) make such representations and warranties to the selling Holder(s) and the underwriters, if any, with respect to the Shares and the registration statement as are customarily made by issuers in primary underwritten offerings; (B) use its best efforts to obtain "cold comfort" letters and updates thereof from the Company's independent certified public accountants addressed to the selling Holders and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters by underwriters in connection with primary underwritten offerings; (C) deliver such documents and certificates as may be reasonably requested (1) by the holders of a majority of the Shares being sold, and (2) by the underwriters, if any, to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company; and (D) obtain opinions of counsel to the Company and updates thereof (which counsel and which opinions shall be reasonably satisfactory to the underwriters, if any), covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the selling Holders and underwriters or their counsel. Such counsel shall also state that no facts have come to the attention of such counsel which cause them to believe that such registration statement, the prospectus contained therein, or any amendment or supplement thereto, as of their respective effective or issue dates, contains any untrue statement of any material fact or omits to state any material fact necessary to make the statements therein not misleading (except that no statement need be made with respect to any financial statements, notes thereto or other financial data or other expertized material contained therein). If for any reason the Company's counsel is unable to give such opinion, the Company shall so notify the Holders of the Shares and shall use its best efforts to remove expeditiously all impediments to the rendering of such opinion. (xiv) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any twelve-month period (or ninety (90) days, if such period is a fiscal year) (A) commencing at the end of any fiscal quarter in which the Shares are sold to underwriters in a firm or best efforts underwritten offering, or (B) if not sold to underwriters in such an offering, beginning with the first month of the first fiscal quarter of the Company commencing after the effective date of the registration statement, which statements shall cover such twelve-month periods. (c) After the date hereof, the Company shall not grant to any holder of securities of the Company any registration rights which have a priority greater than or equal to those granted to Holders pursuant to this Warrant without the prior written requestconsent of the Holder(s). (d) Notwithstanding The Company's obligations under Section 10(a) above with respect to each Holder of Shares are expressly conditioned upon such Holder's furnishing to the forgoing, if the managing underwriter determines and advises Company in writing that such information concerning such holder and the terms of such holder's proposed offering as the Company shall reasonably request for inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with registration statement. If any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing registration statement including any of the securities proposed to be included in the underwritten public offeringShares is filed, then the number Company shall indemnify each Holder thereof (and each underwriter for such holder and each person, if any, who controls such underwriter within the meaning of the Securities Act) from any loss, claim, damage or liability arising out of, based upon or in any way relating to any untrue statement of a material fact contained in such shares of Common Stock registration statement or any omission to state therein a material fact required to be included stated therein or necessary to make the statements therein not misleading, except for any such statement or omission based on information furnished in writing by such Registration Statement Holder of the Shares expressly for use in connection with such registration statement; and such holder shall indemnify the Company (and each of its officers and directors who has signed such registration statement, each director, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter for the Company and each person, if any, who controls such underwriter within the meaning of the Securities Act) and each other such Holder against any loss, claim, damage or liability arising from any such statement or omission which was made in reliance upon information furnished in writing to the Company by such holder of the Shares expressly for use in connection with such registration statement. (e) For purposes of this Section 10, all of the Shares shall be reduced, deemed to be issued and shares outstanding. (f) The sale of Common Stock any securities to employees registered on Form S-8 or its replacement shall be excluded exempt from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of this Section 10. (ig) the Registrable Securities and (ii) the Other Shares proposed The registration rights granted pursuant to be registered, pro rata, based this Section 10 shall terminate on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringExpiration Date.

Registration. In consideration of the exchange by the Preferred Stockholder of the Preferred Stock for the Common Stock, the contemplated transfer by the Preferred Stockholder of an aggregate of 9,000,000 shares of Common Stock as provided above and other good and valuable consideration, the Company hereby agrees that (a) Each it shall prepare, and, on or prior to December 31, 2003, use its best efforts to file with the SEC a Registration Statement on Form SB-2 covering the resale by the Preferred Stockholder of all his shares of Common Stock and (b) if, at any time that prior to the filing of the registration statement contemplated by (a) above, the Company proposes shall determine to file with the SEC a registration statement relating to an offering for any reason to Register its own account or the account of others under the Securities Act of any of its securities, equity securities (other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company shall promptly give written notice of such proposed Registration their then equivalents relating to the Holder, which shall offer the Holder the right equity securities to request inclusion be issued solely in connection with any acquisition of any Registrable Securities entity or business or equity securities issuable in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(bconnection with stock option or other employee benefit plans), the Company shall promptly use its best efforts send to cause the Preferred Stockholder written notice of such determination and, if within ten (10) days after the effective date of such notice, the Preferred Stockholder shall so request in writing, the Company shall include in such registration statement all such Registrable Securities or any part of the Common Stock the Preferred Stockholder requests to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) registered. Notwithstanding the forgoingforegoing, if if, in connection with any underwritten public offering for the account of the Company the managing underwriter determines and advises in writing that underwriter(s) thereof shall impose a limitation on the inclusion number of all Registrable Securities proposed to shares which may be included in the Registration Statementregistration statement because, together with any in such underwriter(s)' judgment, marketing or other issued and outstanding shares of Common Stock proposed factors dictate such limitation is necessary to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten facilitate public offeringdistribution, then the number Company shall be obligated to include in such registration statement only such limited portion of the Common Stock with respect to which such holder has requested inclusion hereunder as the underwriter shall permit. The rights granted herein to the Preferred Stockholder are not assignable by him without the prior written consent of the Company. The Company agrees that the rights granted herein shall not be rescinded and shall remain in full force and effect in accordance with the terms hereof notwithstanding the Preferred Stockholder deciding not to transfer 9,000,000 shares of Common Stock to be included in such Registration Statement shall be reduced, and shares the three current directors of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringCompany.

Registration. (a) Each time that Whenever the Company Corporation proposes for any reason to Register any of its securities, other than pursuant to file a Registration Statement on Form S-4 or Form S-8 or similar or successor formsStatement, the Company shall promptly it will, prior to such filing, give written notice to all Stockholders of its intention to do so and, upon the written request of a Stockholder or Stockholders given within twenty (20) days after the Corporation provides such notice (which request shall state the intended method of disposition of such proposed Registration Registrable Shares), the Corporation shall use reasonable commercial efforts to cause all Registrable Shares which the Corporation has been requested to register to be registered under the Securities Act to the Holder, which extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder(s); provided that the Corporation shall offer the Holder have the right to request inclusion postpone or withdraw any registration effected pursuant to this Section 11.2 without obligation to any Stockholder unless barred or limited by the terms of any Registrable Securities in the proposed Registrationan agreement pursuant to which such registration statement has been filed. (b) The Holder In connection with any offering under this Section 11.2 involving an underwriting, the Corporation shall not be required to include any Registrable Shares in such underwriting unless the holders thereof accept the terms of the underwriting as agreed upon between the Corporation and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by the Corporation. If in the opinion of the managing underwriter delivered in writing to the Corporation and the holder of any Registrable Shares the registration of all, or part of, the Registrable Shares which the holders have 10 days from requested to be included would materially and adversely affect such public offering, then the receipt Corporation shall be required to include in the underwriting only that number of Registrable Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect. In the event of such notice to deliver to the Company a written request specifying reduction in the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statementunderwriting, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (Shares who have requested registration shall participate in the underwriting pro rata along with other holders of contractual rights to participate in such registration based upon their respective total ownership of Registrable Shares and other shares hereinafter collectively referred entitled to registration rights (or in any other proportion as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary agreed upon by such managing underwriter, by excluding equal numbers of (iholders) the Registrable Securities and (ii) the Other Shares proposed if any holder would thus be entitled to include more shares than such holder requested to be registered, the excess shall be allocated among other requesting holders pro rata, rata based on the number their ownership of Registrable Shares and other shares of Common Stock the respective holders proposed entitled to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringregistration rights.

Registration. (a) Each The Company and the holders of the Shares agree that if at any time that after the date hereof the Company proposes for any reason shall propose to Register file a registration statement with respect to any of its securitiesCommon Stock on a form suitable for a secondary offering, other than pursuant it will give notice in writing to a Registration Statement on Form S-4 or Form S-8 or similar or successor formssuch effect to the registered holder(s) of the Shares at least thirty (30) days prior to such filing, and, at the written request of any such registered holder, made within ten (10) days after the receipt of such notice, will include therein at the Company's cost and expense (including the fees and expenses of counsel to such holder(s), but excluding underwriting discounts, commissions and filing fees attributable to the Shares included therein) such of the Shares as such holder(s) shall request; provided, however, that if the offering being registered by the Company is underwritten and if the representative of the underwriters certifies in writing that the inclusion therein of the Shares would materially and adversely affect the sale of the securities to be sold by the Company thereunder, then the Company shall promptly give written notice be required to include in the offering only that number of such proposed Registration securities, including the Shares, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among all selling shareholders according to the Holdertotal amount of securities entitled to be included therein owned by each selling shareholder, which but in no event shall offer the Holder the right to request inclusion total amount of any Registrable Securities Shares included in the proposed Registrationoffering be less than the number of securities included in the offering by any other single selling shareholder unless all of the Shares are included in the offering). (b) The Holder shall have 10 days from the receipt of such notice to deliver to Whenever the Company a written request specifying undertakes to effect the number registration of shares any of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)Shares, the Company shall promptly shall, as expeditiously as reasonably possible: (i) Prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement covering such Shares and use its best efforts to cause all such Registrable Securities registration statement to be Registered, declared effective by the Commission as expeditiously as possible and to keep such registration effective until the extent required to permit sale earlier of (A) the date when all Shares covered by the registration statement have been sold or disposition as set forth in (B) a period of at least 90 days after the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number effective date of such shares of Common Stock to be included in registration statement or for such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a longer period, not to exceed 180 days, as may be required under the plan or plans of distribution set forth in such registration statement; provided, that before filing a registration statement or prospectus or any amendment or supplements thereto, the managing underwriter Company will furnish to each Holder of Shares covered by such registration statement and the underwriters, if any, copies of all such documents proposed to be filed (excluding exhibits, unless any such person shall specifically request exhibits), which documents will be subject to the review of such Holders and underwriters, and the Company will not file such registration statement or any amendment thereto or any prospectus or any supplement thereto (including any documents incorporated by reference therein) with the Commission if (A) the underwriters, if any, shall reasonably determines object to such filing or (B) if information in such registration statement or prospectus concerning a particular selling Holder has changed and such Holder or the underwriters, if any, shall reasonably object. (ii) Prepare and file with the Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement effective during the period referred to in Section 10(b)(i) and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement, and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed with the Commission pursuant to Rule 424 under the Securities Act. (iii) Furnish to the selling Holder(s) such numbers of copies of such registration statement, each amendment thereto, the prospectus included in such registration statement (including each preliminary prospectus), each supplement thereto and such other documents as they may reasonably request in order to effect facilitate the disposition of the Shares owned by them. (iv) Use its best efforts to register and qualify under such other securities laws of such jurisdictions as shall be reasonably requested by any selling Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable such selling Holder to consummate the disposition of the Shares owned by such Holder, in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to transact business or to file a general consent to service of process in any such states or jurisdictions. (v) Promptly notify each selling Holder of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, at the request of any such Holder, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading. (vi) Provide a transfer agent and registrar for all such Shares not later than the effective date of such registration statement. (vii) Enter into such customary agreements (including underwriting agreements in customary form for a primary offering) and take all such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Shares (including, without limitation, effecting a stock split or a combination of shares). (viii) Make available for inspection by any selling Holder or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such selling Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the officers, directors, employees and independent accountants of the Company to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. (ix) Promptly notify the selling Holder(s) and the underwriters, if any, of the following events and (if requested by any such person) confirm such notification in writing: (A) the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment thereto and, with respect to the registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such documents, (B) any requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information, (C) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threat of initiation of any proceeding for such purposes. (x) Make every reasonable effort to prevent the entry of any order suspending the effectiveness of the registration statement and obtain at the earliest possible moment the withdrawal of any such order, if entered. (xi) Cooperate with the selling Holder(s) and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Shares to be sold and not bearing any restrictive legends, and enable such Shares to be in such lots and registered in such names as the underwriters may request at least two (2) business days prior to any delivery of the Shares to the underwriters. (xii) Provide a CUSIP number for all the Shares not later than the effective date of the registration statement. (xiii) Prior to the effectiveness of the registration statement and any post-effective amendment thereto and at each closing of an underwritten public offering, use its best efforts to satisfy all requirements imposed on the Company (and its agents, attorneys, and accountants) by the Underwriters as are customarily imposed on issuers in primary underwritten offerings. (xiv) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any twelve-month period (or ninety (90) days, if such period is a fiscal year) (A) commencing at the end of any fiscal quarter in which the Shares are sold to underwriters in a firm or best efforts underwritten offering, or (B) if not sold to underwriters in such an offering, beginning with the first month of the first fiscal quarter of the Company commencing after the effective date of the registration statement, which statements shall cover such twelve-month periods. (c) After the date hereof, the Company shall not grant to any holder of securities of the Company any registration rights which have a priority greater than or equal to those granted to Holders pursuant to this Warrant without the prior written consent of the Holder(s). (d) The Company's obligations under Section 10(a) above with respect to each holder of Shares are expressly conditioned upon such holder's furnishing to the Company in writing such information concerning such holder and the terms of such holder's proposed offering as the Company shall reasonably request for inclusion in the registration statement. If any registration statement including any of the Shares is filed, then the Company shall indemnify each holder thereof (and each underwriter for such holder and each person, if any, who controls such underwriter within the meaning of the Securities Act) from any loss, claim, damage or liability arising out of, based upon or in any way relating to any untrue statement of a material fact contained in such registration statement or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except for any such statement or omission based on information furnished in writing by such holder of the Shares expressly for use in connection with such registration statement; and such holder shall indemnify the Company (and each of its officers and directors who has signed such registration statement, each director, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter for the Company and each person, if any, who controls such underwriter within the meaning of the Securities Act) and each other such holder against any loss, claim, damage or liability arising from any such statement or omission which was made in reliance upon information furnished in writing to the Company by such holder of the Shares expressly for use in connection with such registration statement. (e) For purposes of this Section 10, all of the Shares shall be deemed to be issued and outstanding.

Registration. (a) Each time that Promptly following the date hereof, the Seller and the Company proposes for any reason shall cooperate to Register any prepare and file with the SEC a registration statement, including all exhibits and financial statements required to be filed therewith, to effect the registration and sale of its securitiesat least three million (3,000,000) Additional Shares, with the exact number of Additional Shares to be sold to be as many Additional Shares as the Underwriters (as hereinafter defined) advise may be sold therein (the "Secondary Sale"), and to cause such registration statement to become effective under the Securities Act of 1933, as amended (the "Securities Act") as expeditiously as possible following the date hereof. The Company and the Seller hereby agree to use commercially reasonable efforts to complete the Secondary Sale as promptly as reasonably practicable on commercially reasonable terms, mutually acceptable to the parties, in order to sell as many Additional Shares as the Underwriters advise may be sold therein. The registration of Additional Shares contemplated by this Section 6.01(a) shall be conducted pursuant to the terms and conditions of the Registration Rights Agreement by and between the Seller and the Company dated as of September 1, 1998 (the "Registration Rights Agreement"), including, without limitation, Section 1.05 thereof; provided, however, that (i) the engagement of the Underwriters shall be determined pursuant to Section 6.03(b); (ii) payment of expenses incurred in connection with the Secondary Sale shall be determined pursuant to Section 6.03(c); (iii) the registration of Additional Shares contemplated herein shall be considered a registration pursuant to Section 1.02 of the Registration Rights Agreement, and Section 1.02 of the Registration Rights Agreement shall otherwise apply to the registration of Additional Shares contemplated herein; except that, notwithstanding the foregoing, in the event the Secondary Sale is not effected, other than as a result of a breach of this Section 6.03 by the Seller Group, then the registration of Additional Shares contemplated herein shall not be considered a registration pursuant to a Section 1.02 of the Registration Statement on Form S-4 or Form S-8 or similar or successor forms, Rights Agreement; and (iv) the Company shall promptly give written notice not sell securities for its own account in the registration of such proposed Registration to Additional Shares contemplated herein and shall not permit the Holder, which shall offer the Holder the right to request inclusion sale of any Registrable Securities securities other than the Additional Shares in the proposed Registrationsuch registration. (b) The Holder Seller's Parent shall have 10 days from engage the receipt of such notice to deliver following lead managing underwriters for the Secondary Sale: CIBC ▇▇▇▇▇▇▇▇▇▇▇ Corp., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co., Incorporated and one other underwriter reasonably acceptable to the Company a written request specifying (collectively, the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition"Underwriters"). (c) Upon receipt Except for all underwriters' discounts, fees and commissions related to the Secondary Sale, which shall be borne exclusively by the Seller, all reasonable out-of-pocket registration, qualification, legal, printers', extraordinary accounting and other reasonable, out-of-pocket fees and expenses required to be disclosed in connection with the Secondary Sale by Item 511 of a written request pursuant to Section 9.2(bRegulation S-K under the Securities Act ("Expenses"), up to an aggregate of U.S. $650,000 of Expenses, shall be borne by the Company; and any Expenses incurred in excess of such U.S. $650,000 amount shall be borne equally by the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to and the extent required to permit sale or disposition as set forth in the written requestSeller. (d) Notwithstanding In the forgoingevent that, if prior to the managing underwriter determines and advises in writing that consummation of the inclusion Secondary Sale, the Board shall receive an unsolicited bona fide, written offer to acquire all of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed at a price, to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares")paid in cash, would interfere with the successful marketing in excess of the securities proposed then current market price of the Common Stock, the Seller Group shall have the right to be included in postpone the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof Secondary Sale for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary period of ten (10) business days in order to effect give the underwritten public offeringBoard an opportunity to review and evaluate such offer. In the event the Board approves such offer, the Seller Group shall have the right to terminate the Secondary Sale.

Registration. (a) Each time The Company shall use commercially reasonable efforts (i) to prepare and file with the Commission a Registration Statement on Form F-3 or other suitable or successor form with respect to the resale by the Eligible Sellers of all of the Registrable Securities, within 45 days after the Closing Date or as soon as possible thereafter and (ii) to effect such registration within 90 days after the Closing Date or as soon as possible thereafter; provided, however, that the Company shall not be obligated to effect any such registration during any Blackout Period. (b) If the Company at any time prior to the 3rd anniversary of the Registration Date proposes for any reason to Register register any of its securitiesCommon Shares under the Securities Act (including, for this purpose, a registration effected by the Company for stockholders other than pursuant to a Registration Statement the Eligible Sellers) (other than on Form S-4 or Form S-8 promulgated under the Securities Act or similar or any successor formsforms thereto), the Company it shall promptly give written notice of such proposed Registration to the HolderEligible Sellers of its intention so to register any Common Shares and, which shall offer upon the Holder the right to written request inclusion of any Eligible Seller given within 20 days after delivery of any such notice by the Company to include in such registration Registrable Securities in the proposed Registration. held by such Eligible Seller (b) The Holder which request shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying specify the number of shares of Registrable Securities proposed to be included in such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(bregistration), the Company shall promptly use its best commercially reasonable efforts to cause all such Registrable Securities to be Registeredincluded in such registration on the same terms and conditions as the Common Shares otherwise being sold in such registration; provided, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoinghowever, that if the managing underwriter determines and advises in writing the Company that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), registration would interfere with the successful marketing (including pricing) or sale of Common Shares proposed to be registered by the securities Company, then the number of Common Shares and Registrable Securities proposed to be included in such registration shall be reduced to such amount (which may include none) that the underwritten public offeringCompany has been advised by the underwriters that can be sold in such offering without such interference effect referred to above, then and the number of Common Shares and Registrable Securities that may be included in such shares registration shall be allocated (i) first, to the Company, (ii) second, to the Eligible Sellers on a pro rata basis based on the number of Common Stock Registrable Securities requested to be included in such Registration Statement shall be reducedby each Eligible Seller, and shares (iii) finally, to the other Persons proposing to register securities in such registration, if any; provided, further, that a registration under this Section 3(b) may be rescinded or terminated at any time by the Company which shall then give notice of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers rescinded registration or termination to any seller of (i) the Registrable Securities and (ii) included in such registration. No such registration will be permitted for any individual Eligible Seller if the Other Shares proposed net proceeds that would be expected to be registered, pro rata, based on allocable to such Eligible Seller for the number maximum amount of shares of Common Stock the respective holders proposed Registrable Securities that such Eligible Seller is entitled to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary include in order to effect the underwritten public offeringsuch registration is less than $100,000.

Registration. (a) Each time that the Company proposes for any reason On or prior to Register any of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 60 days from the receipt of such notice to deliver to Closing (as defined in the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(bAgreement), the Company shall promptly file a registration statement (the “Registration Statement”), covering all of the Registrable Securities and thereafter shall use its commercially reasonable best efforts to cause as soon as practicable effect such registration (including, without limitation, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations). If requested, the Company shall, together with all such Holders proposing to sell their Registrable Securities to be Registeredin such registration in an underwritten distribution (the “Initiating Holders”), enter into an underwriting agreement in customary form with an investment banking firm or firms selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the extent required to permit sale or disposition as set forth Company’s reasonable approval. The Company may, at its option, include shares held by other securityholders of the Company in any such registration statement filed under this Section 2.1. Notwithstanding the foregoing, if in the written request. (d) Notwithstanding the forgoing, if good faith judgment of the managing underwriter determines and advises in writing that of such public offering, the inclusion of all of the Registrable Securities proposed requested to be registered would materially and adversely affect the successful marketing of the offering, then the amount of the securities to be included in the Registration Statement, together with any offering shall be reduced and the Registrable Securities and the other issued and outstanding shares of Common Stock proposed to be included therein by holders other than offered shall participate in such offering as follows: (i) first, the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock requested to be included in such Registration Statement shall be reducedregistration by the Initiating Holders, and shares if two or more Initiating Holders are included in the registration, pro rata among the Initiating Holders on the basis of Common Stock shall be excluded from such underwritten public offering in a the number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities owned by each such Initiating Holder, and (ii) second, the Other Shares proposed shares requested to be registeredincluded in such registration by any stockholder other than the Initiating Holders, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market in any manner determined by the holders thereof for a periodCompany (including in any manner specified in any agreement between the Company and such other stockholders). If any Holder of Registrable Securities disapproves of the terms of the underwriting, not such person may elect to exceed 180 days, that withdraw therefrom by written notice to the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringCompany.

Registration. (a) Each time As soon as reasonably practicable following the written request of the Unitholders, but in any event prior to the date that the Company proposes for any reason to Register any of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor formsis 90 days after such written request, the Company shall promptly give written notice prepare and file a Registration Statement under the Securities Act to permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 of the Securities Act with respect to all of the Registrable Securities specified by the Unitholders. The Registration Statement filed pursuant to this Section 2.1(a) shall be on such proposed appropriate registration form of the SEC as shall be selected by the Company so long as it permits the public resale of the Registrable Securities from time to time pursuant to Rule 415 of the Securities Act or such other similar rule as is then applicable. The Company shall use its reasonable best efforts to cause each Registration Statement filed pursuant to this Section 2.1(a) to be effective, supplemented, amended or replaced to the Holder, which shall offer extent necessary to ensure that it is available for the Holder resale of all Registrable Securities by the right to request inclusion Unitholders until the earliest of (i) all Registrable Securities covered by the Registration Statement have been distributed in the manner set forth and as contemplated in such Registration Statement and (ii) there are no longer any Registrable Securities in outstanding (the proposed Registration“Effectiveness Period”). (b) In the event that a Unitholder (together with any Affiliates that are Unitholders) elects to dispose of Registrable Securities pursuant to an underwritten offering of Registrable Securities (the “Participating Unitholders”), the Company will, at the request of the Participating Unitholders (an “Underwritten Offering Request”), use its reasonable best efforts to file a prospectus supplement that shall be deemed to be part of a Registration Statement filed pursuant to Section 2.1(a) that is useable for a resale of Registrable Securities by the Participating Unitholders conducted pursuant to an underwritten offering; provided, however, that in no event shall the Company be required to file a prospectus supplement or Registration Statement (as applicable) or otherwise participate in more than two (2) underwritten offerings during any twelve-month period; provided, that if the Company determines in good faith that effecting an underwritten offering on behalf of the Unitholders would have an adverse effect on the price, timing or distribution of a primary offering of EnLink Midstream Common Units by the Company, then the Company shall be entitled, not more than once in any 360-day period, to postpone any such underwritten offering for a reasonable period of time not to exceed 30 consecutive days. The Holder shall have 10 days from Underwritten Offering Request will specify the receipt aggregate value of the Registrable Securities proposed by the Participating Unitholders to be included in such notice to deliver underwritten offering (calculated based on the volume-weighted average trading price of the EnLink Midstream Common Units for the 20 Business Days prior to the Company a written request specifying date of the Underwritten Offering Request), which aggregate value may not be less than $50 million. Participating Unitholders may change the number of shares of Registrable Securities proposed to be offered in any underwritten offering at any time prior to commencement of such Holder intends offering unless the Company has been advised by the managing Underwriter or Underwriters for such underwritten offering that such change will have an adverse effect on the price, timing or distribution of the EnLink Midstream Common Units in the underwritten offering. Participating Unitholders will be permitted to sell rescind an Underwritten Offering Request at any time prior to the public announcement of the underwritten offering; provided, that (i) the Participating Unitholders reimburse the Company for all reasonable, out-of-pocket expenses incurred by the Company in connection with such underwritten offering and (ii) the Holder's intended plan Unitholders will not be entitled to submit an Underwritten Offering Request during the two months following the date of dispositionthe rescission. (c) Upon receipt of a written request The Company will use its reasonable best efforts to cause the Registration Statement filed pursuant to Section 9.2(b2.1(a) to be declared effective as promptly as practicable and no later than 180 days following the date of written request set forth in Section 2.1(a). The Company further agrees to use its reasonable best efforts to supplement or make amendments to each such Registration Statement as may be necessary to keep such Registration Statement effective for the Effectiveness Period, including (A) to respond to the comments of the SEC, if any, (B) as may be required by the registration form utilized by the Company for such Registration Statement or by the instructions to such registration form, (C) as may be required by the Securities Act, or (D) as may be reasonably requested in writing by the Participating Unitholders or any Underwriter and reasonably acceptable to the Company. The Company agrees to furnish to the Participating Unitholders copies of any such supplement or amendment no later than the time it is first being used or filed with the SEC. A Registration Statement when it becomes or is declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the effective date of a Registration Statement, but in any event within three (3) Business Days of such date, the Company shall promptly use its best efforts to cause all notify the Unitholders of the effectiveness of such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written requestRegistration Statement. (d) Subject to the following sentence, the Company may include in any underwritten offering any securities for its own account or for the account of holders of EnLink Midstream Common Units (other than Unitholders). Notwithstanding anything to the forgoingcontrary contained herein, if the managing underwriter determines and advises lead Underwriters of an underwritten offering advise the Company that, in writing their reasonable opinion the number of Equity Interests (including any Registrable Securities) that the inclusion Company, the Participating Unitholders and any other Persons intend to include in any underwritten offering is such that the success of all Registrable Securities proposed any such offering would be materially and adversely affected, including with respect to the price at which the securities can be sold, then the number of EnLink Midstream Common Units or other Equity Interests to be included in the Registration StatementStatement for the account of the Company, together with the Participating Unitholders and any other issued and outstanding shares Persons will be reduced to the extent necessary to reduce the total number of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the any such underwritten public offering, then offering to the number recommended by such lead Underwriter; provided, however, that such reduction shall be made: (i) first, to remove or reduce any EnLink Midstream Common Units or other Equity Interests proposed to be offered by the Company for its own account and (ii) second, to remove or reduce pro rata among the Participating Unitholders and any other holders of such shares EnLink Midstream Common Units or other Equity Interests requested to be registered or disposed of, as applicable, so that the total number of Common Stock Equity Interests to be included in any such Registration Statement shall be reduced, and shares offering for the account of Common Stock shall be excluded from all such underwritten public offering in a Persons will not exceed the number deemed necessary recommended by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringlead Underwriter.

Registration. (a) Each In the event that, at any time that the Company proposes for any reason after a Parent Alternative Transaction Fee has become payable (whether or not it has been paid), Grantee shall desire to Register sell any of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company shall promptly give written notice Option Shares and so notifies the Issuer within one year after the later of (i) the purchase of such proposed Registration Option Shares pursuant hereto and (ii) the time the Parent Alternative Transaction Fee becomes payable, and such sale requires, in the opinion of counsel to Grantee, registration of such Option Shares under the Securities Act, Issuer shall cooperate with Grantee and any underwriters in registering such Option Shares for resale, including, without limitation, promptly filing a registration statement which complies with the requirements of applicable federal and state securities laws and entering into an underwriting agreement with such underwriters upon such terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions; provided, however, that Issuer shall not be required to have declared effective more than two registration statements hereunder (the notice to the Holder, which Issuer requesting the second one to be no earlier than six months after the notice requesting the first one) and shall offer be entitled to delay the Holder the right to request inclusion filing or effectiveness of any Registrable Securities registration statement for up to 90 days if the offering would, in the reasonable judgment of the Board of Directors of Issuer, require premature disclosure of any material corporate development or otherwise interfere with or adversely affect any pending or proposed Registrationoffering of securities of Issuer or any other material transaction involving Issuer. (b) The Holder shall have 10 days from If the receipt of such notice to deliver Issuer Common Stock is registered pursuant to the Company a written request specifying the number provisions of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to this Section 9.2(b)3.02, the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of Issuer agrees (i) to furnish copies of the Registrable Securities registration statement and prospectus relating to the Option Shares covered thereby in such numbers as Grantee may from time to time reasonably request and (ii) if any event shall occur as a result of which it becomes necessary to amend or supplement any registration statement or prospectus, to prepare and file under the Other Shares proposed applicable securities laws such amendments and supplements as may be necessary to keep available for at least 90 days a prospectus covering the Issuer Common Stock meeting the requirements of such securities laws, and to furnish Grantee such numbers of copies of the registration statement and prospectus as amended or supplemented as may reasonably be registeredrequested by Grantee. Issuer shall bear the cost of the registration, pro rataincluding, based on but not limited to, all registration and filing fees, printing expenses, and fees and disbursements of counsel and accountants for Issuer, except that Grantee shall pay the number fees and disbursements of its counsel and the underwriting fees and selling commissions applicable to the shares of Issuer Common Stock the respective holders proposed sold by Grantee. Issuer shall indemnify and hold harmless Grantee, its affiliates and its officers and directors from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorney's fees) arising out of or based upon any statements contained in, omissions or alleged omissions from, each registration statement filed pursuant to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a periodthis Section 3.02; provided, not to exceed 180 dayshowever, that this provision shall not apply to any loss, liability, claim, damage or expense to the managing underwriter reasonably determines as necessary extent it arises out of any untrue statement or omission made in order reliance upon and in conformity with written information furnished to effect the underwritten public offeringIssuer by Grantee, its affiliates and its officers and other representatives expressly for use in any registration statement (or any amendment thereto) or any preliminary prospectus filed pursuant to this Section 3.

Registration. (a) Each The Company and the Holders of the Shares agree that if at any time that after the date hereof the Company proposes for any reason shall propose to Register file a registration statement with respect to any of its securitiesCommon Stock on a form suitable for a secondary offering (including its initial public offering), other than pursuant it will give notice in writing to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company shall promptly give written notice of such proposed Registration effect to the Holderregistered holder(s) of the Shares at least fifteen (15) days prior to such filing, which shall offer and, at the Holder the right to written request inclusion of any Registrable Securities in the proposed Registration. such registered holder, made within ten (b10) The Holder shall have 10 days from after the receipt of such notice notice, will include therein at the Company's cost and expense (including the fees and expenses of counsel to deliver such holder(s), but excluding underwriting discounts, commissions and filing fees attributable to the Shares included therein) such of the Shares as such holder(s) shall request; provided, however, that if the offering being registered by the Company is underwritten and if the representative of the underwriters advises the Company in writing (a written request specifying copy of which is provided to the number Holder requesting inclusion of shares the Shares therein) that, in its opinion, the inclusion therein of Registrable Securities such Holder intends the Shares would materially and adversely affect the sale of the securities to sell and be sold by the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)Company thereunder, then the Company shall promptly use its best efforts be required to cause all include in such Registrable Securities registration only that number of securities which the underwriters determine in their sole discretion will not jeopardize the success of the offering selected in the following order of priority: (i) in the case of a primary registration on behalf of the Company (A) first, the securities that the Company intends to be Registeredincluding in such registration, to the extent required to permit sale or disposition as set forth in the written request. and (dB) Notwithstanding the forgoingsecond, if the managing underwriter determines Shares that Holder and advises in writing that the inclusion of all Registrable Securities proposed other parties requested to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed such registration (pro rata according to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offeringregistration by such other parties or Holder); or (ii) in the case of a secondary registration for the account of any holders (including Holder) of the Company's security's, then (A), first, the number of securities requested to be included therein by the holders initially requesting such shares of Common Stock registration and the Shares requested to be included in such Registration Statement shall registration by Holder (pro rata according to the securities proposed to be reducedincluded in the registration by such other parties or Holder), and shares of Common Stock shall (B) second, securities hold by all other parties requested to be excluded from included in such underwritten public offering registration (pro rata according to the securities proposed to be included in a number deemed necessary the registration by such managing underwriterother parties). (b) Whenever the Company undertakes to effect the registration of any of the Shares, by excluding equal numbers of the Company shall, as expeditiously as reasonably possible: (i) Prepare and file with the Registrable Securities and Exchange Commission (the "Commission") a registration statement covering such Shares and use its best efforts to cause such registration statement to be declared effective by the Commission as expeditiously as possible and to keep such registration effective until the earlier of (A) the date when all Shares covered by the registration statement have been sold or (B) one hundred eighty (180) days from the effective date of the registration statement; provided, that before filing a registration statement or prospectus or any amendment or supplements thereto, the Company will furnish to each Holder of Shares covered by such registration statement and the underwriters, if any, copies of all such documents proposed to be filed (excluding exhibits, unless any such person shall specifically request exhibits), which documents will be subject to the review of such Holders and underwriters, and the Company will not file such registration statement or any amendment thereto or any prospectus or any supplement thereto (including any documents incorporated by reference therein) with the Commission if (A) the underwriters, if any, shall reasonably object to such filing or (B) if information in such registration statement or prospectus concerning a particular selling Holder has changed and such Holder or the underwriters, if any, shall reasonably object. (ii) Prepare and file with the Other Shares proposed Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement effective during the period referred to in Section 10(b)(i) and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement, and cause the prospectus to be registeredsupplemented by any required prospectus supplement, pro rataand as so supplemented to be filed with the Commission pursuant to Rule 424 under the Securities Act. (iii) Furnish to the selling Holder(s) such numbers of copies of such registration statement, based on each amendment thereto, the prospectus included in such registration statement (including each preliminary prospectus), each supplement thereto and such other documents as they may reasonably request in order to facilitate the disposition of the Shares owned by them. (iv) Use its reasonable efforts to register and qualify under such other securities laws of such jurisdictions as shall be reasonably requested by any selling Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable such selling Holder to consummate the disposition of the Shares owned by such Holder, in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to transact business, to subject itself to taxation, or to file a general consent to service of process in any such states or jurisdictions. (v) Promptly notify each selling Holder of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, at the request of any such Holder, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading. (vi) Provide a transfer agent and registrar for all such Shares not later than the effective date of such registration statement. (vii) Enter into such customary agreements (including underwriting agreements in customary form for a primary offering) and take all such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Shares (including, without limitation, effecting a stock split or a combination of shares). (viii) Make available for inspection by any selling Holder or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such selling Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the officers, directors, employees and independent accountants of the Company to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. (ix) Promptly notify the selling Holder(s) and the underwriters, if any, of the following events and (if requested by any such person) confirm such notification in writing: (A) the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment thereto and, with respect to the registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such documents, (B) any requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information, (C) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threat of initiation of any proceeding for such purposes. (x) Use its reasonable efforts to prevent the entry of any order suspending the effectiveness of the registration statement and obtain at the earliest possible moment the withdrawal of any such order, if entered. (xi) Cooperate with the selling Holder(s) and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Shares to be sold and not bearing any restrictive legends, and enable such Shares to be in such lots and registered in such names as the underwriters may request at least two (2) business days prior to any delivery of the Shares to the underwriters. (xii) Provide a CUSIP number for all the Shares not later than the effective date of shares the registration statement. (xiii) Prior to the effectiveness of Common Stock the respective holders proposed registration statement and any post-effective amendment thereto and at each closing of an underwritten offering, (A) make such representations and warranties to include. The shares of Common Stock that the selling Holder(s) and the underwriters, if any, with respect to the Shares and the registration statement as are so excluded customarily made by issuers in primary underwritten offerings; (B) use its reasonable efforts to obtain "cold comfort" letters and updates thereof from the Registration Statement shall Company's independent certified public accountants addressed to the selling Holders and the underwriters, if any, such letters to be withheld from in customary form and covering matters of the market type customarily covered in "cold comfort" letters by underwriters in connection with primary underwritten offerings; (C) deliver such documents and certificates as may be reasonably requested (1) by the holders of a majority of the Shares being sold, and (2) by the underwriters, if any, to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company; and (D) obtain opinions of counsel to the Company and updates thereof (which counsel and which opinions shall be reasonably satisfactory to the underwriters, if any), covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the selling Holders and underwriters or their counsel. Such counsel shall also state that no facts have come to the attention of such counsel which cause them to believe that such registration statement, the prospectus contained therein, or any amendment or supplement thereto, as of their respective effective or issue dates, contains any untrue statement of any material fact or omits to state any material fact necessary to make the statements therein not misleading (except that no statement need be made with respect to any financial statements, notes thereto or other financial data or other expertized material contained therein). If for a periodany reason the Company's counsel is unable to give such opinion, not the Company shall so notify the Holders of the Shares and shall use its best efforts to exceed 180 remove expeditiously all impediments to the rendering of such opinion. (xiv) Otherwise use its reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any twelve-month period (or ninety (90) days, that if such period is a fiscal year) (A) commencing at the managing end of any fiscal quarter in which the Shares are sold to underwriters in a firm or best efforts underwritten offering, or (B) if not sold to underwriters in such an offering, beginning with the first month of the first fiscal quarter of the Company commencing after the effective date of the registration statement, which statements shall cover such twelve-month periods. (c) After the date hereof, the Company shall not grant to any holder of securities of the Company any registration rights which have a priority greater than or equal to those granted to Holders pursuant to this Warrant without the prior written consent of the Holder(s). (d) The Company's obligations under Section 10(a) above with respect to each Holder of Shares are expressly conditioned upon such Holder's (i) agreeing to sell its securities on the basis provided in any underwriting arrangements approved by the persons entitled to approve such arrangements; (ii) furnishing to the Company in writing such information concerning such Holder and the terms of such Holder's proposed offering as the Company shall reasonably request for inclusion in the registration statement and (iii) completing and executing all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Warrant Agreement. If any registration statement including any of the Shares is filed, then the Company shall indemnify each Holder thereof (and each underwriter reasonably determines as for such holder and each person, if any, who controls such underwriter within the meaning of the Securities Act) from any loss, claim, damage or liability arising out of, based upon or in any way relating to any untrue statement of a material fact contained in such registration statement or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except for any such statement or omission based on information furnished in order writing by such holder of the Shares expressly for use in connection with such registration statement; and such Holder shall indemnify the Company (and each of its officers and directors who has signed such registration statement, each director, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter for the Company and each person, if any, who controls such underwriter within the meaning of the Securities Act) and each other such holder against any loss, claim, damage or liability arising from any such statement or omission which was made in reliance upon information furnished in writing to effect the underwritten public offeringCompany by such holder of the Shares expressly for use in connection with such registration statement. (e) For purposes of this Section 10, all of the Shares shall be deemed to be issued and outstanding.

Registration. Upon the request of Acquiror at any time and from time to time within two (a2) Each time that years after the first Company Option Closing, the Company proposes agrees (i) to effect, as promptly as practicable, up to two registrations under the Securities Act covering any part or all (as may be requested by Acquiror) of the securities that have been acquired by or are issuable to Acquiror upon exercise of Company Stock Option, and to use its best efforts to qualify such Company Option Shares and/or other securities acquired upon exercise of the Company Stock Option under any applicable state securities laws and (ii) to include any part or all of Company Option Shares and such other securities acquired upon exercise of the Company Stock Option in any registration statement for common stock filed by the Company under the Securities Act in which such inclusion is permitted under applicable rules and regulations and to use its reasonable best efforts to keep each such registration described in clause (i) effective for a period not in excess of six (6) months, unless, in the written opinion of counsel to the Company, addressed to Acquiror and reasonably satisfactory in form and substance to Acquiror, such registration is not required for the sale and distribution of such securities in the manner contemplated by Acquiror. If the managing underwriter of a proposed offering of securities by the Company shall advise the Company in writing that, in the reasonable opinion of the managing underwriter, the distribution of Company Option Shares or such other securities acquired upon exercise of the Company Stock Option requested by Acquiror to be included in a registration statement concurrently with securities being registered for sale by the Company would adversely affect the distribution of such securities by the Company, then the Company shall, at its option, either (i) include such of the Company Option Shares and/or such other securities acquired upon exercise of the Company Stock Option in the registration statement, but Acquiror shall agree to delay the offering and sale for such period of time as the managing underwriter may reasonably request (provided that Acquiror may at any reason time withdraw its request to Register any include securities in such offering) or (ii) include such portion of its securitiesCompany Option Shares and/or such other securities acquired upon exercise of the Company Stock Option in the registration statement as the managing underwriter advises may be included for sale simultaneously with sales by the Company. The registrations effected under this Section 3.2 shall be effected at the Company's expense, other than except for underwriting commissions and discounts and the fees and disbursements of Acquiror's counsel. With respect to a registration statement which has become effective pursuant to this Agreement, if the Board of Directors of the Company shall determine, in its good faith reasonable judgment, that it is necessary to suspend the availability of such registration statement in light of the existence of any undisclosed acquisition or financing activity or other undisclosed material event, circumstance or condition involving the Company or any Company Subsidiary, the disclosure of which in any such case could reasonably be expected materially to disadvantage the Company, and the existence of which would render such registration statement inadequate as failing to include material information, then the Company may cause the right of Acquiror to make dispositions of Company Option Shares and/or such other securities acquired upon exercise of the Company Stock Option pursuant to such registration statement to be suspended for one or more periods of time not exceeding 90 days in the aggregate, as the Board of Directors of the Company determines in its good faith reasonable judgment to be necessary. If the Company determines to suspend the right of the holders pursuant to the immediately preceding sentence, the Company shall deliver a Registration Statement on Form S-4 or Form S-8 or similar or successor formsnotice to Acquiror which indicates that such registration statement is no longer usable. Upon the receipt of any such notice, Acquiror shall forthwith discontinue any sale of Company Option Shares and/or other securities acquired upon exercise of the Company Stock Option pursuant to such registration statement and any use of the prospectus contained therein. As soon as the circumstances which resulted in the delivery of any such notice cease to exist, the Company shall promptly give written notice notify Acquiror of such proposed Registration to the Holdercessation, which shall offer the Holder the right to request inclusion whereupon Acquiror may resume making dispositions of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt Company Option Shares and/or other securities acquired upon exercise of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request Stock Option pursuant to such registration statement. Acquiror shall provide all information reasonably requested by the Company for inclusion in any registration statement to be filed hereunder. In connection with any registration pursuant to this Section 9.2(b)3.2, the Company and Acquiror shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing provide each other and any underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offeringoffering with customary representations, then the number of such shares of Common Stock to be included in such Registration Statement shall be reducedwarranties, covenants, indemnification and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringcontribution.

Registration. (a) Each time Prior to the third anniversary of the Donnelley Financial Distribution Date, any Holder(s) of 10% or more of the then outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the “Initiating Holder”; provided that the Company proposes for 10% ownership threshold shall not apply to any reason to Register any Holder that is a member of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company RRD Group) shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder have the right to request inclusion that Donnelley Financial file a Registration Statement, on behalf of any itself or, in the case of RRD, on behalf of the Participating Banks, with the SEC on the appropriate registration form for all or part of the Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of held by such notice to deliver to the Company Initiating Holder, by delivering a written request thereof to Donnelley Financial specifying the number of shares of Registrable Securities such Initiating Holder intends wishes to sell register (a “Demand Registration”). Donnelley Financial shall (i) within ten days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, (ii) use commercially reasonable efforts to prepare and file the Registration Statement as expeditiously as possible but in any event within 45 days of such request, and (iii) use commercially reasonable efforts to cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Initiating Holder's intended plan . Donnelley Financial shall include in such Registration all Registrable Securities with respect to which Donnelley Financial receives, within the 10 days immediately following the receipt by the Holder(s) of dispositionsuch notice from Donnelley Financial, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered and include the selling security holder information required by Items 507 and 508 of Regulation S-K, as applicable. The Initiating Holder may request that the Registration Statement be on any appropriate form, including Form S-4 in the case of an Exchange Offer or a Shelf Registration Statement, and Donnelley Financial shall effect the Registration on the form so requested. (b) The Holder(s) may collectively make a total of three Demand Registration requests pursuant to Section 2.01(a) (including any exercise of rights to Demand Registration transferred pursuant to Section 4.06; provided that the Holder(s) may not make more than one Demand Registration request in any six (6)-month period. Donnelley Financial shall not be required to register the Registrable Securities requested to be included in the Demand Registration unless a Holder has requested to include in such Demand Registration either (i) together with all other Holders participating in the Demand Registration, Registrable Securities having an aggregate principal amount of at least $50 million or (ii) all of the Registrable Securities then held by such requesting Holder. In addition, and notwithstanding anything to the contrary, RRD shall be permitted to engage in up to four Private Exchanges during the first twelve months following the date hereof, and all Demand Registration requests made by the Participating Banks in such Private Exchanges shall collectively count only as one Demand Registration request (with such request date deemed to be the date of the first of the requests made pursuant to the applicable Private Exchanges) for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b) (it being understood that RRD shall be permitted to engage in additional Private Exchanges outside such twelve-month period, but each Demand Registration request by the Participating Banks for such Private Exchange shall count as an additional Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b)). (c) Upon receipt Donnelley Financial shall be deemed to have effected a Registration for purposes of this Section 2.01 if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been Sold and (ii) 60 days from the effective date of the Registration Statement (or from the date the applicable Prospectus is filed with the SEC if Donnelley Financial is satisfying a request for a Demand Registration by filing a Prospectus under an effective Shelf Registration Statement) (the “Registration Period”). No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement or dealer manager agreement, if any, entered into in connection with such Registration are not satisfied by reason of a written request pursuant wrongful act, misrepresentation or breach of such applicable underwriting agreement or dealer manager agreement by any member of the Donnelley Financial Group. If during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority or the need to Section 9.2(b)update or supplement the Registration Statement, the Company Registration Period shall promptly use its best efforts be extended on a day-for-day basis for any period in which the Holder(s) is unable to cause all complete an offering as a result of such Registrable Securities to be Registeredstop order, to injunction or other order or requirement of the extent required to permit sale SEC or disposition as set forth in the written requestother Governmental Authority. (d) Notwithstanding the forgoingWith respect to any Registration Statement, whether filed or to be filed pursuant to this Agreement, if Donnelley Financial shall reasonably determine, upon the managing underwriter determines advice of legal counsel, that maintaining the effectiveness of such Registration Statement or filing an amendment or supplement thereto (or, if no Registration Statement has yet been filed, filing such a Registration Statement) would require the public disclosure of material nonpublic information concerning any bona fide material financing transaction or any material transaction under consideration by the Donnelley Financial Group that would materially adversely affect the Donnelley Financial Group or materially interfere with such transaction (a “Disadvantageous Condition”), Donnelley Financial may, for the shortest period reasonably practicable, and advises in writing that any event for not more than 30 consecutive calendar days (a “Blackout Period”), notify the inclusion Holders whose offers and Sales of all Registrable Securities proposed are covered (or to be included covered) by such Registration Statement (a “Blackout Notice”) that such Registration Statement is unavailable for use (or will not be filed as requested). Upon the receipt of any such Blackout Notice, the Holders shall forthwith discontinue use of the Prospectus contained in any effective Registration Statement; provided, that, if at the time of receipt of such Blackout Notice any Holder shall have Sold its Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement, together then Donnelley Financial shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws on the timely delivery of such Registrable Securities. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist, Donnelley Financial shall as promptly as reasonably practicable notify the Holders and take such actions in respect of such Registration Statement as are otherwise required by this Agreement. The effectiveness period for any Demand Registration for which Donnelley Financial has given notice of a Blackout Period shall be increased by the length of time of such Blackout Period. Donnelley Financial shall not impose, in any 180-day period, Blackout Periods lasting, in the aggregate, in excess of 60 calendar days. If Donnelley Financial declares a Blackout Period with any other issued and outstanding shares respect to a Demand Registration for a Registration Statement that has not yet been declared effective, (i) the Holders may by notice to Donnelley Financial withdraw the related Demand Registration request without such Demand Registration request counting against the number of Common Stock proposed Demand Registration requests permitted to be included therein by holders other than made under Section 2.01(b) and (ii) the holders Holders shall not be responsible for any of Donnelley Financial’s related Registration Expenses. (e) If the Initiating Holder so indicates at the time of its request pursuant to Section 2.01(a), such offering of Registrable Securities shall be in the form of an Underwritten Offering or an Exchange Offer, and Donnelley Financial shall indicate this selection in the written notice to the Holders required under Section 2.01(a). In the event that the Initiating Holder intends to Sell the Registrable Securities by means of an Underwritten Offering or Exchange Offer, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such Underwritten Offering or Exchange Offer and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering or the Exchange Offer to the extent provided herein. The Holders of a majority of the outstanding Registrable Securities being included in any Underwritten Offering or Exchange Offer shall select the underwriter(s) in the case of an Underwritten Offering or the dealer manager(s) in the case of an Exchange Offer, provided that such underwriter(s) or dealer manager(s) are reasonably acceptable to Donnelley Financial. Donnelley Financial shall be entitled to designate counsel for such underwriter(s) or dealer manager(s) (such other shares hereinafter collectively referred subject to as the "Other Shares"their approval), would interfere with provided that such designated underwriters’ counsel shall be a firm of national reputation representing underwriters or dealer managers in capital markets transactions. (f) If the successful marketing managing underwriter or underwriters of the securities a proposed to be Underwritten Offering of Registrable Securities included in a Registration pursuant to this Section 2.01 inform(s) in writing the underwritten public offeringHolders participating in such Registration that, then in its or their opinion, the number of such shares of Common Stock securities requested to be included in such Registration Statement shall exceeds the number that can be reducedSold in such offering without being likely to have a significant adverse effect on the price, and shares timing or distribution of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriterthe securities offered or the market for the securities offered, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares Registrable Securities to be included in such Registration shall be reduced to the maximum number recommended by the managing underwriter or underwriters and allocated pro rata among the Holders, including the Initiating Holder, in proportion to the number of Common Stock Registrable Securities each Holder has requested to be included in such Registration; provided, that in such circumstance the respective holders proposed to include. The shares of Common Stock Initiating Holder may notify Donnelley Financial in writing that are so excluded from the Registration Statement shall be withheld from abandoned or withdrawn, in which event Donnelley Financial shall abandon or withdraw such Registration Statement. In the market event the Initiating Holder notifies Donnelley Financial that such Registration Statement shall be abandoned or withdrawn following such notification by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary or underwriters, such Holder shall not be deemed to have requested a Demand Registration pursuant to Section 2.01(a), and Donnelley Financial shall not be deemed to have effected a Demand Registration pursuant to Section 2.01(b). If the amount of Registrable Securities to be underwritten has not been limited in order accordance with the first sentence of this Section 2.01(f), Donnelley Financial and the holders of Common Stock or, if the Registrable Securities include securities other than Common Stock, the holders of securities of the same class of those securities included in the Registrable Securities, in each case, other than the Holders (“Other Holders”), may include such securities for Donnelley Financial’s own account or for the account of Other Holders in such Registration if the underwriter(s) so agree and to effect the underwritten public offeringextent that, in the opinion of such underwriter(s), the inclusion of such additional amount will not adversely affect the offering of the Registrable Securities included in such Registration.

Registration. (aA) Each time that Borrower hereby acknowledges and makes the Company proposes Note a registered obligation for any reason to Register any of United States withholding tax purposes. Lender or its securitiesdesignee (which may include the Servicer), other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor formsas Borrower’s non-fiduciary agent for this purpose, or, in Lender’s sole discretion, the Company Borrower, shall promptly give written notice of such proposed Registration to be the Holder, which shall offer registrar for the Holder Note (the right to request inclusion of any Registrable Securities in the proposed Registration“Registrar”). (bB) The Holder Registrar shall have 10 days from maintain, or cause to be maintained, a register (the receipt “Register”) for the recordation of such notice to deliver to the Company a written request specifying names and addresses of Lender and any Assignees of all or any portion of Lender’s interest in the number of shares of Registrable Securities such Holder intends to sell Loan (collectively, “Loan Assignees”), and the Holder's intended plan principal amount of dispositionthe Loan (and stated interest thereon) (the “Registered Loan”) held by Lender and each Loan Assignee from time to time. The entries in the Register shall be conclusive absent manifest error, and the Borrower, Lender and the Loan Assignees shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower at any reasonable time and from time to time upon reasonable prior notice. The Registrar shall not be entitled to any fee from Borrower or Lender or any other lender in respect of transfers of the Note and other Loan Documents. (cC) Upon receipt If a Co-Lender sells participations, such Co-Lender shall maintain a register on which it enters the name and the address of each participant (“Participant”) and the principal amounts of each Participant’s participation interest in the Loan (or other rights or obligations) held by it (the “Participant Register”). The entries in the Participant Register shall be conclusive, absent manifest error, and such Co-Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation interest as the owner thereof for all purposes notwithstanding any notice to the contrary. In maintaining the Participant Register, such Co-Lender shall be acting as the non-fiduciary agent of the Borrower solely for purposes of applicable United States federal income tax law and undertakes no duty, responsibility or obligation to the Borrower (without limitation, in no event shall such Co-Lender be a written request pursuant fiduciary of the Borrower for any purpose. Such Co-Lender shall have no obligation to Section 9.2(b)disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, the Company shall promptly use loans or its best efforts other obligations under any Loan Document) to cause all such Registrable Securities to be Registered, any Person except to the extent required that such disclosure is necessary to permit sale establish that such commitment, loan or disposition as set forth other obligation is in the written request. (dregistered form under Section 5f.103-1(c) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringUnited States Treasury Regulations.

Registration. (a) Each At any time prior to or on the fifth anniversary of the Distribution Date, any Holder(s) of 10% or more of the then-outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the “Initiating Holder”; provided, that the Company proposes for 10% ownership threshold shall not apply to any reason to Register any Holder that is a member of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company Parent Group) shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder have the right to request inclusion that SpinCo file a Registration Statement with the SEC on the appropriate registration form for all or part of any the Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of held by such notice to deliver to the Company Initiating Holder, by delivering a written request thereof to SpinCo specifying the number of shares of Registrable Securities such Initiating Holder intends wishes to sell register (a “Demand Registration”). SpinCo shall (i) within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, (ii) use its reasonable best efforts to prepare and file the Registration Statement as expeditiously as possible, but in any event within 30 days of such request and (iii) use its reasonable best efforts to cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Initiating Holder. SpinCo shall include in such Registration all Registrable Securities with respect to which SpinCo receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from SpinCo, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement be on any appropriate form, including Form S-4 in the case of an Exchange Offer or an S-3 in the case of a Shelf Registration Statement, and SpinCo shall effect the Registration on the form so requested. (b) The Holder(s) may collectively make a total of two Demand Registration requests pursuant to Section 2.01(a) (including any exercise of rights to Demand Registration transferred pursuant to Section 4.05 and including any exercise of rights to Demand Registration made pursuant to any registration rights agreement entered into pursuant to Section 2.05). In addition, and notwithstanding anything to the contrary, the Parent Group shall be permitted to engage in up to four Private Debt Exchanges within any nine-month period following the date hereof, and Demand Registration request(s) made by the Participating Banks in such Private Debt Exchanges pursuant to one or more registration rights agreements with SpinCo pursuant to Section 2.05 shall collectively count only as one Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b) (it being understood that the Parent Group shall be permitted to engage in additional Private Debt Exchanges outside such nine-month period, but each Demand Registration request by the Participating Banks for such Private Debt Exchange pursuant to its registration rights agreement with SpinCo pursuant to Section 2.05 shall count as an additional Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b)). Furthermore, and notwithstanding anything to the contrary, if, at the time of the second Demand Registration, SpinCo is prohibited under then-existing SEC rules from registering all remaining Registrable Securities pursuant to a Shelf Registration, regardless of whether the Holder or Holders has requested that such third Demand Registration be a Shelf Registration or otherwise, then such Demand Registration shall not count toward the total number of Demand Registration requests made by the Holder(s), and the Holder's intended plan Holder(s) shall continue to be able to make additional Demand Registration requests until such time as SpinCo is permitted under then-existing SEC rules to register all of dispositionthe remaining Registrable Securities pursuant to a Shelf Registration. (c) Upon receipt SpinCo shall be deemed to have effected a Registration for purposes of this Section 2.01 if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been Sold and (ii) (x) in the case of a written request pursuant to Section 9.2(b)Registration Statement that is not a Shelf Registration Statement, 60 days from the effective date of the Registration Statement, in the case of a Shelf Registration Statement on Form S-1, (y) 12 months from the effective date of the Shelf Registration Statement on Form S-3 or (z) 24 months from the effective date of the Shelf Registration Statement in the case of a Shelf Registration Statement on any other form (such period, as applicable, the Company “Registration Period”). No Registration shall promptly use its best efforts be deemed to cause all such Registrable Securities have been effective if the conditions to be Registered, to the extent required to permit sale or disposition as set forth closing specified in the written requestunderwriting agreement or dealer manager agreement, if any, entered into in connection with such Registration are not satisfied by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement or dealer manager agreement by any member of the SpinCo Group. If during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority or the need to update or supplement the Registration Statement, the Registration Period shall be extended on a day-for-day basis for any period in which the Holder(s) is unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Authority. (d) Notwithstanding the forgoingWith respect to any Registration Statement or Takedown Prospectus Supplement, whether filed or to be filed pursuant to this Agreement, if SpinCo shall reasonably determine, upon the managing underwriter determines advice of legal counsel, that maintaining the effectiveness of such Registration Statement or filing an amendment or supplement thereto (or, if no Registration Statement has yet been filed, filing such a Registration Statement), or filing such Takedown Prospectus Supplement, would (i) require the public disclosure of material nonpublic information concerning any transaction or negotiations involving SpinCo or any of its consolidated Subsidiaries that would materially interfere with such transaction or negotiations or (ii) require the public disclosure of material nonpublic information concerning SpinCo that, if disclosed at such time, would be materially adverse to SpinCo (a “Disadvantageous Condition”), SpinCo may, for the shortest period reasonably practicable, and advises in writing that any event for not more than 60 consecutive calendar days (a “Blackout Period”), notify the inclusion Holders whose offers and Sales of all Registrable Securities proposed are covered (or to be included covered) by such Registration Statement or Takedown Prospectus Supplement that such Registration Statement is unavailable for use (or will not be filed as requested) (such notice, a “Blackout Notice”). Upon the receipt of any Blackout Notice, the Holders shall forthwith discontinue use of the Prospectus or Takedown Prospectus Supplement contained in any effective Registration Statement; provided, that, if at the time of receipt of such Blackout Notice any Holder shall have Sold its Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement or Takedown Prospectus Supplement, then SpinCo shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities Laws on the timely delivery of such Registrable Securities; provided, further, that, if implementation of such Blackout Period would materially impair the ability of Parent or any member of the Parent Group to Sell its Registrable Securities in accordance with its or their intended method of distribution before the Deadline, then SpinCo may not impose such Blackout Period (and any Blackout Period then in effect shall automatically expire) and SpinCo shall as soon as reasonably possible revise, amend and/or supplement the Registration Statement, together as applicable, so that it does not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist, SpinCo shall as promptly notify the Holders and take such actions in respect of such Registration Statement or Takedown Prospectus Supplement as are otherwise required by this Agreement. The effectiveness period for any Demand Registration or Shelf Registration Statement for which SpinCo has given notice of a Blackout Period shall be increased by the length of time of such Blackout Period. SpinCo shall not impose, in any 365-day period, Blackout Periods lasting, in the aggregate, in excess of 90 calendar days. If SpinCo declares a Blackout Period with any other issued and outstanding shares respect to a Demand Registration for a Registration Statement that has not yet been declared effective or a Takedown Request for which a Takedown Prospectus Supplement has not yet been filed, (i) the Holders may by notice to SpinCo withdraw the related Demand Registration request or Takedown Request, in the case of Common Stock proposed a Demand Registration request without such Demand Registration request counting against the number of Demand Registration requests permitted to be included therein by holders other than made under Section 2.01(b), and (ii) the holders Holders shall not be responsible for any of SpinCo’s related Registration Expenses. (e) If the Initiating Holder so indicates at the time of its request pursuant to Section 2.01(a) or Section 2.01(g), such offering of Registrable Securities shall be in the form of an Underwritten Offering or an Exchange Offer, and SpinCo shall include such information in the written notice to the Holders required under Section 2.01(a). In the event that the Initiating Holder intends to Sell the Registrable Securities by means of an Underwritten Offering or Exchange Offer, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such Underwritten Offering or Exchange Offer and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering or the Exchange Offer to the extent provided herein. The Holders of a majority of the outstanding Registrable Securities being included in any Underwritten Offering or Exchange Offer shall select the underwriter(s) in the case of an Underwritten Offering or the dealer manager(s) in the case of an Exchange Offer, provided that such underwriter(s) or dealer manager(s) are reasonably acceptable to SpinCo. SpinCo shall be entitled to designate counsel for such underwriter(s) or dealer manager(s) (such other shares hereinafter collectively referred subject to as the "Other Shares"their approval), would interfere with provided that such designated underwriters’ counsel shall be a firm of national reputation representing underwriters or dealer managers in capital markets transactions. (f) If the successful marketing managing underwriter or underwriters of the securities a proposed to be Underwritten Offering of Registrable Securities included in a Registration pursuant to this Section 2.01 inform(s) in writing the underwritten public offeringHolders participating in such Registration that, then in its or their opinion, the number of such shares of Common Stock securities requested to be included in such Registration Statement shall exceeds the number that can be reducedSold in such offering without being likely to have a significant adverse effect on the price, and shares timing or distribution of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriterthe securities offered or the market for the securities offered, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares Registrable Securities to be included in such Registration shall be reduced to the maximum number recommended by the managing underwriter or underwriters and allocated first to any members of Common Stock the respective holders proposed Parent Group participating in the Registration, and then pro rata among the other Holders, including the Initiating Holder (other than any member of the Parent Group), in proportion to include. The shares the number of Common Stock Registrable Securities each Holder has requested to be included in such Registration; provided, that are so excluded from the Initiating Holder may notify SpinCo in writing that the Registration Statement shall be withheld from abandoned or withdrawn, in which event SpinCo shall abandon or withdraw such Registration Statement. In the market by event the Initiating Holder notifies SpinCo that such Registration Statement shall be abandoned or withdrawn, such Holder shall not be deemed to have requested a Demand Registration pursuant to Section 2.01(a), and SpinCo shall not be deemed to have effected a Demand Registration pursuant to Section 2.01(b). If the amount of Registrable Securities to be underwritten has not been limited in accordance with the first sentence of this Section 2.01(f), SpinCo and the holders thereof of SpinCo Shares or, if the Registrable Securities include securities other than SpinCo Shares, the holders of securities of the same class of those securities included in the Registrable Securities, in each case, other than the Holders (“Other Holders”), may include such securities for their own account or for the account of Other Holders in such Registration if the underwriter(s) so agree and to the extent that, in the opinion of such underwriter(s), the inclusion of such additional amount will not adversely affect the offering of the Registrable Securities included in such Registration. (g) With respect to any Demand Registration, the requesting Holders may request that SpinCo effect a registration of the Registrable Securities under a Shelf Registration, in which event SpinCo shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective in accordance with Section 2.01(c) (including by renewing or refiling upon expiration), a Shelf Registration Statement; provided, that SpinCo shall not be required to maintain in effect more than one Shelf Registration at any one time pursuant to this Section 2.01(g). Thereafter, SpinCo shall, as promptly as reasonably practicable following the written request of Holders for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such Shelf Registration Statement under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to Holder’s intended method of distribution thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount and the intended method or methods of distribution thereof. If, in the case of an Underwritten Offering pursuant to a Takedown Request, the requesting Holder(s) so elect, such offering shall be in the form of a Block Trade, in which such event the requesting Holder(s) shall give at least eight (8) business days’ prior notice in writing of such transaction to SpinCo (which such notice shall identify the potential underwriter(s) and include contact information for such underwriter(s)), and SpinCo shall use commercially reasonable efforts to cooperate with such requesting Holder(s) to the extent it is reasonably able and shall not be required to give notice thereof to other Holders of Registrable Securities or permit their participation therein unless SpinCo determines it is reasonably practicable to do so. In no event shall SpinCo be required to effect, pursuant to this Section 2.01(g), during any 90-day period, more than (A) two Block Trades or (B) more than one Underwritten Offering that is not a Block Trade pursuant to exceed 180 daysa Takedown Request (it being understood, for the avoidance of doubt, that a Takedown Request shall not count as a Demand Registration request for purposes of the managing underwriter reasonably determines as necessary limit set forth in order to effect the underwritten public offeringSection 2.01(b)).

Registration. (a) Each time that Upon the Company proposes for any reason to Register any occurrence of its securitiesa Triggering Event, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor formsIssuer shall, at the Company shall promptly give request of Grantee delivered in the written notice of such proposed Registration exercise of the Option provided for in Section 2(d), as promptly as practicable prepare, file and keep current a shelf registration statement under the Securities Act covering any or all Shares issued and issuable pursuant to the Holder, which Option and shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause such registration statement to become effective and remain current in order to permit the sale or other disposition of any Shares issued upon total or partial exercise of the Option ("Option Shares") in accordance with any plan of disposition requested by Grantee; provided, however, that Issuer may postpone filing a registration statement relating to a registration request by Grantee under this Section 8 for a period of time (not in excess of 30 days) if in its judgment such filing would require the disclosure of material information that Issuer has a bona fide business purpose for preserving as confidential. Issuer will use its best efforts to cause such registration statement first to become effective as soon as practicable and then to remain effective for one year from the day such registration statement first becomes effective or until such earlier date as all Shares registered shall have been sold by Grantee. In connection with any such Registrable Securities registration, Issuer and Grantee shall provide each other with representations, warranties, indemnities and other agreements customarily given in connection with such registrations. If requested by Grantee in connection with such registration, Issuer shall become a party to be Registeredany underwriting agreement relating to the sale of such Shares, but only to the extent required to permit sale or disposition as set forth of obligating Issuer in the written requestrespect of representations, warranties, indemnities, contribution and other agreements customarily made by issuers in such underwriting agreements. (db) Notwithstanding In the forgoingevent that Grantee so requests, if the managing underwriter determines and advises in writing that closing of the inclusion sale or other disposition of all Registrable Securities proposed the Shares or other securities pursuant to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed a registration statement filed pursuant to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere Section 8(a) shall occur substantially simultaneously with the successful marketing exercise of the securities proposed to be included in the underwritten public offeringOption. Any registration statement prepared and filed under this Section 8, then the number of such shares of Common Stock to be included in such Registration Statement and any sale covered thereby, shall be reducedat Issuer's expense, except for underwriting discounts or commissions and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringbrokers fees.

Registration. (a) Each If at any time that the Company proposes shall determine to register for its own account or the account of others under the Securities Act of 1933, as amended (including without limitation pursuant to the registration of any reason to Register shareholder of the Company), any of its equity securities, other than pursuant to a Registration Statement on Form S-8 or Form S-4 or Form S-8 or similar or successor formstheir then equivalents (a "Piggyback Registration"), it shall send the Holder written notice of such determination and, if within fifteen (15) days after receipt of such notice, Holder shall so request in writing, the Company shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best diligent efforts to cause include in such registration statement all such Registrable Securities to be Registered, to or any part of the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed or other securities issued or issuable upon conversion of this Note ("Registrable Shares") that Holder requests to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares")registered, would interfere except that if, in connection with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares any offering involving an underwriting of Common Stock to be included in such Registration Statement issued by the Company the managing underwriter shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in impose a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based limitation on the number of shares of Common Stock which may be included in the respective holders proposed registration statement because, in its judgment, such limitations necessary to include. The shares of Common Stock that are so excluded from effect an orderly public distribution, then the Registration Statement Company shall be withheld from obligated to include in such registration statement only such limited portion (or none, if so required by the market managing underwriter) of the Registrable Shares with respect to which such holder has requested inclusion hereunder. Except as specifically provided herein, all Registration Expenses incurred in connection with any registration under this Section shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the holders thereof of the securities so registered pro rata on the basis of the number of shares so registered. For purposes of this Section, "Registration Expenses" means all expenses incurred by the Company in complying with this Section, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for a periodthe company, not fees and expenses of listing the securities with the securities exchange, fees and expenses (including counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees and expenses of one designated counsel for the Holder in connection with the registration of Registrable Shares, transfer taxes, fees of transfer agents and registrars, costs of any insurance which might be obtained, but excluding any Selling Expenses. For purposes of this Section, "Selling Expenses" means all underwriting discounts and selling commissions applicable to exceed 180 days, that the managing underwriter reasonably determines as necessary sale of Registrable Shares and the fees and expenses of more than one counsel for the Holder in order to effect connection with the underwritten public offeringregistration of Registrable Shares.

Registration. (a) Each time Prior to the fifth anniversary of the Distribution Date, any Holder(s) of 10% or more of the then outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the “Initiating Holder”; provided, that the Company proposes for 10% ownership threshold shall not apply to any reason to Register any Holder that is a member of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company Valero Group) shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder have the right to request inclusion that Corner Store file a Registration Statement with the SEC on the appropriate registration form for all or part of any the Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of held by such notice to deliver to the Company Initiating Holder, by delivering a written request thereof to Corner Store specifying the number of shares of Registrable Securities such Initiating Holder intends wishes to sell and register (a “Demand Registration”). Corner Store shall (i) within five days of the Holder's intended plan of disposition. (c) Upon receipt of a Demand Registration, give written request pursuant notice of such Demand Registration to Section 9.2(b)all Holders of Registrable Securities, (ii) use its reasonable best efforts to prepare and file the Company shall promptly Registration Statement as expeditiously as possible but in any event within 30 days of such request, and (iii) use its best efforts to cause all such Registrable Securities the Registration Statement to be Registered, to become effective in respect of each Demand Registration in accordance with the extent required to permit sale or disposition as intended method of distribution set forth in the written requestrequest delivered by the Initiating Holder. Corner Store shall include in such Registration all Registrable Securities with respect to which Corner Store receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from Corner Store, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement be on any appropriate form, including Form S-4 in the case of an Exchange Offer or a Shelf Registration Statement, and Corner Store shall effect the Registration on the form so requested. (b) The Holder(s) may collectively make a total of three Demand Registration requests pursuant to Section 2.01(a) (including any exercise of rights to Demand Registration transferred pursuant to Section 4.06 and including any exercise of rights to Demand Registration made pursuant to any registration rights agreement entered into pursuant to Section 2.05); provided that the Holder(s) may not make more than two Demand Registration requests in any 365-day period. In addition, and notwithstanding anything to the contrary, the Valero Group shall be permitted on a one-time basis to engage in up to three related Private Debt Exchanges within any six-month period during the first eighteen months following the date hereof, and each Demand Registration request made by the Participating Banks in such Private Debt Exchanges pursuant to one or more registration rights agreements with Corner Store pursuant to Section 2.05 shall collectively count only as one Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b) (it being understood that the Valero Group shall be permitted to engage in additional Private Debt Exchanges outside such six-month period, but each Demand Registration request by the Participating Banks for such Private Debt Exchange pursuant to its registration rights agreement with Corner Store pursuant to Section 2.05 shall count as an additional Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b)). (c) Corner Store shall be deemed to have effected a Registration for purposes of this Section 2.01 if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been Sold and (ii) 60 days from the effective date of the Registration Statement (or from the date the applicable Prospectus is filed with the SEC if Corner Store is satisfying a request for a Demand Registration by filing a Prospectus under an effective Shelf Registration Statement) (the “Registration Period”). No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement or dealer manager agreement, if any, entered into in connection with such Registration are not satisfied by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement or dealer manager agreement by any member of the Corner Store Group. If during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority or the need to update or supplement the Registration Statement, the Registration Period shall be extended on a day-for-day basis for any period in which the Holder(s) is unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Authority. (d) Notwithstanding the forgoingWith respect to any Registration Statement, whether filed or to be filed pursuant to this Agreement, if Corner Store shall reasonably determine, upon the managing underwriter determines advice of legal counsel, that maintaining the effectiveness of such Registration Statement or filing an amendment or supplement thereto (or, if no Registration Statement has yet been filed, filing such a Registration Statement) would (i) require the public disclosure of material nonpublic information concerning any transaction or negotiations involving Corner Store or any of its consolidated Subsidiaries that would materially interfere with such transaction or negotiations or (ii) require the public disclosure of material nonpublic information concerning Corner Store at a time when its directors and advises executive officers are restricted from trading in writing that Corner Store’s securities (a “Disadvantageous Condition”), Corner Store may, for the inclusion shortest period reasonably practicable, and in any event for not more than 30 consecutive calendar days (a “Blackout Period”), notify the Holders whose offers and Sales of all Registrable Securities proposed are covered (or to be included covered) by such Registration Statement (a “Blackout Notice”) that such Registration Statement is unavailable for use (or will not be filed as requested). Upon the receipt of any such Blackout Notice, the Holders shall forthwith discontinue use of the Prospectus contained in any effective Registration Statement; provided, that, if at the time of receipt of such Blackout Notice any Holder shall have Sold its Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement, together then Corner Store shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws on the timely delivery of such Registrable Securities. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist, Corner Store shall as promptly as reasonably practicable notify the Holders and take such actions in respect of such Registration Statement as are otherwise required by this Agreement. The effectiveness period for any Demand Registration for which Corner Store has given notice of a Blackout Period shall be increased by the length of time of such Blackout Period. Corner Store shall not impose, in any 365-day period, Blackout Periods lasting, in the aggregate, in excess of 60 calendar days. If Corner Store declares a Blackout Period with any other issued and outstanding shares respect to a Demand Registration for a Registration Statement that has not yet been declared effective, (i) the Holders may by notice to Corner Store withdraw the related Demand Registration request without such Demand Registration request counting against the number of Common Stock proposed Demand Registration requests permitted to be included therein by holders other than made under Section 2.01(b) and (ii) the holders Holders shall not be responsible for any of Corner Store’s related Registration Expenses. (e) If the Initiating Holder so indicates at the time of its request pursuant to Section 2.01(a), such offering of Registrable Securities shall be in the form of an Underwritten Offering or an Exchange Offer, and Corner Store shall include such information in the written notice to the Holders required under Section 2.01(a). In the event that the Initiating Holder intends to Sell the Registrable Securities by means of an Underwritten Offering or Exchange Offer, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such Underwritten Offering or Exchange Offer and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering or the Exchange Offer to the extent provided herein. The Holders of a majority of the outstanding Registrable Securities being included in any Underwritten Offering or Exchange Offer shall select the underwriter(s) in the case of an Underwritten Offering or the dealer manager(s) in the case of an Exchange Offer, provided that such underwriter(s) or dealer manager(s) are reasonably acceptable to Corner Store. Corner Store shall be entitled to designate counsel for such underwriter(s) or dealer manager(s) (such other shares hereinafter collectively referred subject to as the "Other Shares"their approval), would interfere with provided that such designated underwriters’ counsel shall be a firm of national reputation representing underwriters or dealer managers in capital markets transactions. (f) If the successful marketing managing underwriter or underwriters of the securities a proposed to be Underwritten Offering of Registrable Securities included in a Registration pursuant to this Section 2.01 inform(s) in writing the underwritten public offeringHolders participating in such Registration that, then in its or their opinion, the number of such shares of Common Stock securities requested to be included in such Registration Statement shall exceeds the number that can be reducedSold in such offering without being likely to have a significant adverse effect on the price, and shares timing or distribution of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriterthe securities offered or the market for the securities offered, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares Registrable Securities to be included in such Registration shall be reduced to the maximum number recommended by the managing underwriter or underwriter and allocated pro rata among the Holders, including the Initiating Holder, in proportion to the number of Common Stock Registrable Securities each Holder has requested to be included in such Registration; provided, that the respective holders proposed to include. The shares of Common Stock Initiating Holder may notify Corner Store in writing that are so excluded from the Registration Statement shall be withheld from abandoned or withdrawn, in which event Corner Store shall abandon or withdraw such Registration Statement. In the market by event the Initiating Holder notifies Corner Store that such Registration Statement shall be abandoned or withdrawn, such Holder shall not be deemed to have requested a Demand Registration pursuant to Section 2.01(a), and Corner Store shall not be deemed to have effected a Demand Registration pursuant to Section 2.01(b). If the amount of Registrable Securities to be underwritten has not been limited in accordance with the first sentence of this Section 2.01(f), - 10- Corner Store and the holders thereof of Common Stock or, if the Registrable Securities include securities other than Common Stock, the holders of securities of the same class of those securities included in the Registrable Securities, in each case, other than the Holders (“Other Holders”), may include such securities for a periodtheir own account or for the account of Other Holders in such Registration if the underwriter(s) so agree and to the extent that, in the opinion of such underwriter(s), the inclusion of such additional amount will not to exceed 180 days, that adversely affect the managing underwriter reasonably determines as necessary offering of the Registrable Securities included in order to effect the underwritten public offeringsuch Registration.

Registration. The Company will advise the Holders as to the status of the preparation, filing and effectiveness of the Registration Statement and, at the Company's expense, will do the following: (a) Each time that make available to each Holder upon their request a copy of the Company proposes for Registration Statement (including all exhibits thereto) and any reason prospectus forming a part thereof and any amendments and supplements thereto (including all documents incorporated or deemed incorporated by reference therein prior to Register the effectiveness of the Registration Statement and including each preliminary prospectus) and any of its securitiesother prospectus filed under Rule 424 under the Securities Act, which documents, other than pursuant documents incorporated or deemed incorporated by reference, will be subject to the review of the information contained therein regarding the Holders and any plan for resale of the Registrable Securities by the Holders for a Registration Statement on Form S-4 or Form S-8 or similar or successor formsperiod of at least seven (7) business days from the Holder's receipt of such documents, and the Company shall promptly give written notice of not file the Registration Statement or such proposed Registration prospectus or any amendment or supplement to the Holder, which Registration Statement or prospectus if any Holder shall offer reasonably object within a seven (7) business day period after the Holder receipt thereof unless the right to request inclusion Company shall have been advised by its counsel that the Registration Statement or such prospectus or amendment or supplement thereto is required under the Securities Act or the rules or regulations adopted thereunder in connection with the distribution of any Registrable Securities in by the Holders or the Company. A Holder shall be deemed to have reasonably objected to such filing only if the Registration Statement, amendment, prospectus or supplement, as applicable, as proposed Registration.to be filed, contains a material misstatement or omission with respect to such Holder or its plan of resale; (b) The make available to each Holder shall have 10 days from upon their request one copy of the receipt Registration Statement and of each amendment and supplement thereto (in each case including all exhibits) and such notice to deliver to the Company a written request specifying the number of shares copies of Registrable the prospectus forming a part of the Registration Statement and any prospectus filed under Rule 424 under the Securities such Holder intends to sell and Act, in conformity with the Holder's intended plan requirements of disposition.the Securities Act; (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best commercially reasonable efforts (i) to cause all such Registrable Securities to be Registered, to the extent required to permit sale register or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of qualify all Registrable Securities proposed covered by the Registration Statement under state securities, or "blue sky," laws of such States of the United States of America where required and where an exemption is not available and as the Holders of Registrable Securities covered by the Registration Statement shall reasonably request, (ii) to keep such registration or qualification in effect for the Registration Period, and (iii) to take any other action which may be reasonably necessary or advisable to enable the Holders to consummate the disposition of the securities to be sold by the Holders in such jurisdictions, consistent with the plan of distribution described in the prospectus included in the Registration Statement, together with except that the Company shall not for any other issued such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where it is not so qualified, or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and outstanding shares of Common Stock proposed except as may be required by the Securities Act or applicable rules or regulations thereunder; (d) use its commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be registered or qualified with or approved by all other applicable governmental authorities as may be necessary, in the opinion of counsel to the Company and counsel to the Holders of Registrable Securities, to enable the Holders thereof to consummate the disposition of such Registrable Securities; (e) subject to Article VI hereof, promptly notify the Trustee on behalf of the Holders and each Holder selling Registrable Securities covered by the Registration Statement (i) upon discovery that, or upon the occurrence of any event as a result of which, the prospectus forming a part of the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of proceedings for that purpose, (iii) of any request by the Commission for (A) amendments to the Registration Statement or any document incorporated or deemed to be incorporated by reference in the Registration Statement, or (B) supplements to the prospectus forming a part of the Registration Statement, or (C) additional information, or (iv) of the receipt by the Company of any notification with respect to the suspension of the registration, qualification or exemption from registration or qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and at the request of the Trustee as directed by such Holders or any such selling Holder promptly prepare and file an amendment to the Registration Statement or a supplement to the prospectus, as the Company may deem necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact relating to any holder of Registrable Securities required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and make available to each Holder upon their request a reasonable number of copies of such supplement to, or amendment of, such registration statement and prospectus, and, in the event of a stop order, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any the Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction; (f) if reasonably requested by any Holder or if required by law or SEC or other applicable rule or regulation, promptly incorporate in the Registration Statement such appropriate information as the Holder may reasonably request to have included therein by holders other than filing a Form 6-K, or filing a supplement to the holders prospectus, to reflect any change in the information regarding the Holder, and make all required filings with the Commission in respect of any offer or sale of Registrable Securities (or any amendment or supplement to the Registration Statement or related prospectus provided, however that the Company shall only be obligated to include the information of Holders of Registrable Securities in such other shares hereinafter prospectus who, from time to time, collectively referred to as the "Other Shares"), would interfere with the successful marketing hold collectively at least 5% of the securities proposed then-outstanding 11% Notes, the 2% Notes and/or the Conversion Shares, respectively and have provided the Holder Information to be the Company for inclusion in the prospectus; (g) use its commercially reasonable efforts to cause all Registrable Securities included in the underwritten public offering, then the number of such shares of Common Stock Registration Statement to be included listed on The Nasdaq National Market ("Nasdaq") and each securities exchange on which securities of the same class are then listed, or, if not then listed on any securities exchange or Nasdaq, to be eligible for trading in such Registration Statement any over-the-counter market or trading system in which securities of the same class are then traded; (h) the Trustee shall be reduced, and shares have no duty to monitor the Company's performance of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of its obligations under this Agreement; and (i) Article VI of each of the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market Indentures is incorporated herein by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringreference.

Registration. (a) Each time In the event that the Company proposes for any reason Holder elects to Register any dispose of its securities, other than pursuant to Registrable Securities under a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company shall promptly give written notice pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $35 million from such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of Underwritten Offering (together with any Registrable Securities to be disposed of by a Selling Holder who has elected to participate in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request Underwritten Offering pursuant to Section 9.2(b2.02), the Company shall, at the request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the Managing Underwriter or Underwriters, which shall promptly use its best efforts include, among other provisions, indemnities to cause the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the disposition of such Registrable Securities; provided, that the Company shall not be obligated to engage in more than three (3) such Underwritten Offerings in any twelve (12) full calendar month period. The Managing Underwriter or Underwriters for such Underwritten Offering shall be selected by the Stonepeak Purchasers owning a majority of the Registrable Securities to be Registeredincluded by Stonepeak Purchasers in such Underwritten Offering, to or if no Stonepeak Purchaser is a Selling Holder in such Underwritten Offering, by Selling Holders owning a majority of the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reducedUnderwritten Offering, and shares in each case with the consent of Common Stock shall be excluded from the Company (such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed consent not to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringunreasonably withheld).

Registration. (a) Each At any time prior to or on the fifth anniversary of the Distribution Date, any Holder(s) of 10% or more of the then-outstanding Registrable Securities (and any Holders acting together which collectively hold 10% or more of the then outstanding Registrable Securities) (collectively, the “Initiating Holder”; provided, that the Company proposes for 10% ownership threshold shall not apply to any reason to Register any Holder that is a member of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company Parent Group) shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder have the right to request inclusion that SpinCo file a Registration Statement with the SEC on the appropriate registration form for all or part of any the Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of held by such notice to deliver to the Company Initiating Holder, by delivering a written request thereof to SpinCo specifying the number of shares of Registrable Securities such Initiating Holder intends wishes to sell register (a “Demand Registration”). SpinCo shall (i) within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, (ii) use its reasonable best efforts to prepare and file the Registration Statement as expeditiously as possible, but in any event within 30 days of such request and (iii) use its reasonable best efforts to cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Initiating Holder. SpinCo shall include in such Registration all Registrable Securities with respect to which SpinCo receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from SpinCo, a request for inclusion in the Registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be Registered. The Initiating Holder may request that the Registration Statement be on any appropriate form, including Form S-4 in the case of an Exchange Offer or an S-3 in the case of a Shelf Registration Statement, and SpinCo shall effect the Registration on the form so requested. (b) The Holder(s) may collectively make a total of two Demand Registration requests pursuant to Section 2.01(a) (including any exercise of rights to Demand Registration transferred pursuant to Section 4.05 and including any exercise of rights to Demand Registration made pursuant to any registration rights agreement entered into pursuant to Section 2.05). In addition, and notwithstanding anything to the contrary, the Parent Group shall be permitted to engage in up to four Private Debt Exchanges within any nine-month period following the date hereof, and Demand Registration request(s) made by the Participating Banks in such Private Debt Exchanges pursuant to one or more registration rights agreements with SpinCo pursuant to Section 2.05 shall collectively count only as one Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b) (it being understood that the Parent Group shall be permitted to engage in additional Private Debt Exchanges outside such nine-month period, but each Demand Registration request by the Participating Banks for such Private Debt Exchange pursuant to its registration rights agreement with SpinCo pursuant to Section 2.05 shall count as an additional Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b)). Furthermore, and notwithstanding anything to the contrary, if, at the time of the second Demand Registration, SpinCo is prohibited under then-existing SEC rules from registering all remaining Registrable Securities pursuant to a Shelf Registration, regardless of whether the Holder or Holders has requested that such third Demand Registration be a Shelf Registration or otherwise, then such Demand Registration shall not count toward the total number of Demand Registration requests made by the Holder(s), and the Holder's intended plan Holder(s) shall continue to be able to make additional Demand Registration requests until such time as SpinCo is permitted under then-existing SEC rules to register all of dispositionthe remaining Registrable Securities pursuant to a Shelf Registration. (c) Upon receipt SpinCo shall be deemed to have effected a Registration for purposes of this Section 2.01 if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been Sold and (ii) in the case of a written request pursuant to Section 9.2(b)Registration Statement that is not a Shelf Registration Statement, (x) 60 days from the effective date of the Registration Statement, in the case of a Shelf Registration Statement on Form S-1, (y) 12 months from the effective date of the Shelf Registration Statement on Form S-3 or (z) 24 months from the effective date of the Shelf Registration Statement in the case of a Shelf Registration Statement on any other form (such period, as applicable, the Company “Registration Period”). No Registration shall promptly use its best efforts be deemed to cause all such Registrable Securities have been effective if the conditions to be Registered, to the extent required to permit sale or disposition as set forth closing specified in the written requestunderwriting agreement or dealer manager agreement, if any, entered into in connection with such Registration are not satisfied by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement or dealer manager agreement by any member of the SpinCo Group. If during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority or the need to update or supplement the Registration Statement, the Registration Period shall be extended on a day-for-day basis for any period in which the Holder(s) is unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Authority. (d) Notwithstanding the forgoingWith respect to any Registration Statement or Takedown Prospectus Supplement, whether filed or to be filed pursuant to this Agreement, if SpinCo shall reasonably determine, upon the advice of legal counsel, that maintaining the effectiveness of such Registration Statement or filing an amendment or supplement thereto (or, if no Registration Statement has yet been filed, filing such a Registration Statement), or filing such Takedown Prospectus Supplement, would (i) require the public disclosure of material nonpublic information concerning any transaction or negotiations involving SpinCo or any of its consolidated Subsidiaries that would materially interfere with such transaction or negotiations or (ii) require the public disclosure of material nonpublic information concerning SpinCo that, if disclosed at such time, would be materially adverse to SpinCo (a “Disadvantageous Condition”), SpinCo may, for the shortest period reasonably practicable, and in any event for not more than 60 consecutive calendar days (a “Blackout Period”), notify the Holders whose offers and Sales of Registrable Securities are covered (or to be covered) by such Registration Statement or Takedown Prospectus Supplement that such Registration Statement is unavailable for use (or will not be filed as requested) (such notice, a “Blackout Notice”). Upon the receipt of any Blackout Notice, the Holders shall forthwith discontinue use of the Prospectus or Takedown Prospectus Supplement contained in any effective Registration Statement; provided, that, if at the time of receipt of such Blackout Notice any Holder shall have Sold its Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement or Takedown Prospectus Supplement, then SpinCo shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities Laws on the timely delivery of such Registrable Securities. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist, SpinCo shall as promptly notify the Holders and take such actions in respect of such Registration Statement or Takedown Prospectus Supplement as are otherwise required by this Agreement. The effectiveness period for any Demand Registration or Shelf Registration Statement for which SpinCo has given notice of a Blackout Period shall be increased by the length of time of such Blackout Period. SpinCo shall not impose, in any 365-day period, Blackout Periods lasting, in the aggregate, in excess of 90 calendar days. If SpinCo declares a Blackout Period with respect to a Demand Registration for a Registration Statement that has not yet been declared effective or a Takedown Request for which a Takedown Prospectus Supplement has not yet been filed, (i) the Holders may by notice to SpinCo withdraw the related Demand Registration request or Takedown Request, in the case of a Demand Registration request without such Demand Registration request counting against the number of Demand Registration requests permitted to be made under Section 2.01(b), and (ii) the Holders shall not be responsible for any of SpinCo’s related Registration Expenses. (e) If the Initiating Holder so indicates at the time of its request pursuant to Section 2.01(a) or Section 2.01(g), such offering of Registrable Securities shall be in the form of an Underwritten Offering or an Exchange Offer, and SpinCo shall include such information in the written notice to the Holders required under Section 2.01(a). In the event that the Initiating Holder intends to Sell the Registrable Securities by means of an Underwritten Offering or Exchange Offer, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such Underwritten Offering or Exchange Offer and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering or the Exchange Offer to the extent provided herein. The Holders of a majority of the outstanding Registrable Securities being included in any Underwritten Offering or Exchange Offer shall select the underwriter(s) in the case of an Underwritten Offering or the dealer manager(s) in the case of an Exchange Offer, provided that such underwriter(s) or dealer manager(s) are reasonably acceptable to SpinCo. SpinCo shall be entitled to designate counsel for such underwriter(s) or dealer manager(s) (subject to their approval), provided that such designated underwriters’ counsel shall be a firm of national reputation representing underwriters or dealer managers in capital markets transactions. (f) If the managing underwriter determines and advises in writing that the inclusion or underwriters of all Registrable Securities a proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders Underwritten Offering of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in a Registration pursuant to this Section 2.01 inform(s) in writing the underwritten public offeringHolders participating in such Registration that, then in its or their opinion, the number of such shares of Common Stock securities requested to be included in such Registration Statement shall exceeds the number that can be reducedSold in such offering without being likely to have a significant adverse effect on the price, and shares timing or distribution of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriterthe securities offered or the market for the securities offered, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares Registrable Securities to be included in such Registration shall be reduced to the maximum number recommended by the managing underwriter or underwriters and allocated first to any members of Common Stock the respective holders proposed Parent Group participating in the Registration, and then pro rata among the other Holders, including the Initiating Holder (other than any member of the Parent Group), in proportion to include. The shares the number of Common Stock Registrable Securities each Holder has requested to be included in such Registration; provided, that are so excluded from the Initiating Holder may notify SpinCo in writing that the Registration Statement shall be withheld from abandoned or withdrawn, in which event SpinCo shall abandon or withdraw such Registration Statement. In the market by event the Initiating Holder notifies SpinCo that such Registration Statement shall be abandoned or withdrawn, such Holder shall not be deemed to have requested a Demand Registration pursuant to Section 2.01(a), and SpinCo shall not be deemed to have effected a Demand Registration pursuant to Section 2.01(b). If the amount of Registrable Securities to be underwritten has not been limited in accordance with the first sentence of this Section 2.01(f), SpinCo and the holders thereof of SpinCo Shares or, if the Registrable Securities include securities other than SpinCo Shares, the holders of securities of the same class of those securities included in the Registrable Securities, in each case, other than the Holders (“Other Holders”), may include such securities for their own account or for the account of Other Holders in such Registration if the underwriter(s) so agree and to the extent that, in the opinion of such underwriter(s), the inclusion of such additional amount will not adversely affect the offering of the Registrable Securities included in such Registration. (g) With respect to any Demand Registration, the requesting Holders may request that SpinCo effect a registration of the Registrable Securities under a Shelf Registration, in which event SpinCo shall file, and shall thereafter use its commercially reasonable efforts to make and keep effective in accordance with Section 2.01(c) (including by renewing or refiling upon expiration), a Shelf Registration Statement; provided, that SpinCo shall not be required to maintain in effect more than one Shelf Registration at any one time pursuant to this Section 2.01(g). Thereafter, SpinCo shall, as promptly as reasonably practicable following the written request of Holders for a resale of Registrable Securities (a “Takedown Request”), file a prospectus supplement (a “Takedown Prospectus Supplement”) to such Shelf Registration Statement under Rule 424 promulgated under the Securities Act with respect to resales of the Registrable Securities pursuant to Holder’s intended method of distribution thereof. Each Takedown Request shall specify the Registrable Securities to be registered, their aggregate amount and the intended method or methods of distribution thereof. If, in the case of an Underwritten Offering pursuant to a Takedown Request, the requesting Holder(s) so elect, such offering shall be in the form of a Block Trade, in which such event the requesting Holder(s) shall give at least eight (8) business days’ prior notice in writing of such transaction to SpinCo (which such notice shall identify the potential underwriter(s) and include contact information for such underwriter(s)), and SpinCo shall use commercially reasonable efforts to cooperate with such requesting Holder(s) to the extent it is reasonably able and shall not be required to give notice thereof to other Holders of Registrable Securities or permit their participation therein unless SpinCo determines it is reasonably practicable to do so. In no event shall SpinCo be required to effect, pursuant to this Section 2.01(g), during any 90-day period, more than (A) two Block Trades or (B) more than one Underwritten Offering that is not a Block Trade pursuant to exceed 180 daysa Takedown Request (it being understood, for the avoidance of doubt, that a Takedown Request shall not count as a Demand Registration request for purposes of the managing underwriter reasonably determines as necessary limit set forth in order to effect the underwritten public offeringSection 2.01(b)).

Registration. (a) Each Upon the request of the Grantee at any time that and from time to time within three years of the Company proposes for any reason to Register any of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor formsfirst Closing, the Company Grantor shall (i) effect, as promptly give written notice as practicable, up to two registrations under the Securities Act covering any part or all (as may be requested by the Grantee) of such proposed Registration the Option Shares or other securities that have been acquired by or are issuable to the HolderGrantee upon exercise of the Stock Option, which shall offer the Holder the right and to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause qualify such Option Shares or other securities under any applicable state securities laws and (ii) include any part or all of the Option Shares or such Registrable other securities in any registration statement for common stock filed by the Grantor under the Securities Act in which such inclusion is permitted under applicable rules and regulations, and to be Registered, use its best efforts to the extent required to permit sale or disposition as set forth keep each such registration described in the written request. clauses (di) Notwithstanding the forgoing, if and (ii) effective for a period of not less than six months. If the managing underwriter determines and advises of a proposed offering of securities by the Grantor shall advise the Grantor in writing that that, in the inclusion reasonable opinion of all Registrable Securities proposed the managing underwriter, the distribution of the Option Shares requested by the Grantee to be included in a registration statement concurrently with securities being registered for sale by the Registration Statement, together with any other issued and outstanding shares Grantor would adversely affect the distribution of Common Stock proposed to be included therein such securities by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offeringGrantor, then the number of such shares of Common Stock to be included in such Registration Statement Grantor shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of either (i) include such Option Shares in the Registrable Securities registration statement, but the Grantee shall agree to delay the offering and sale for such period of time as the managing underwriter may reasonably request (provided that the Grantee may at any time withdraw its request to include Option Shares in such offering) or (ii) include such portion of the Other Option Shares proposed to in the registration statement as the managing underwriter advises may be registered, pro rata, based on so included for sale simultaneously with sales by the number of shares of Common Stock the respective holders proposed to includeGrantor. The shares of Common Stock that are so excluded from the Registration Statement registrations effected under this Section 7(b) shall be withheld effected at the Grantor's expense except for underwriting commissions allocable to the Option Shares and the fees and disbursements of the Grantee's counsel. The Grantor shall indemnify and hold harmless the Grantee, its affiliates and controlling persons and their respective officers, directors, agents and representatives from the market by the holders thereof for a periodand against any and all losses, not claims, damages, liabilities and expenses (including, without limitation, all out-of-pocket expenses, investigation expenses, expenses incurred with respect to exceed 180 daysany judgment and fees and disbursements of counsel and accountants) arising out of or based upon any statements contained in, or omissions or alleged omissions from, each registration statement (and related prospectus) filed pursuant to this Section 7(b); provided, however, that the managing underwriter reasonably determines Grantor shall not be liable in any such case to the Grantee or any affiliate or controlling person of the Grantee or any of their respective officers, directors, agents or representatives to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or omission made in such registration statement or prospectus in reliance upon, and in conformity with, written information with respect to the Grantee or any such affiliate, controlling person, officer, director, agent or representative thereof, as necessary the case may be, furnished by the Grantee or any such other person to the Grantor for use in order to effect the underwritten public offeringpreparation of such registration statement.

Registration. The Holder of this Warrant shall have the right to include all of the shares of Common Stock underlying this Warrant (athe "Registrable Securities") Each time as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Company proposes for holder of this Warrant agrees it shall not have any reason to Register any of its securities, other than piggy-back registration rights pursuant to a Registration Statement on Form S-4 this Section 12(c) if the shares of Common Stock underlying this Warrant may be sold in the United States pursuant to the provisions of Rule 144. Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or Form S-8 not include Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or similar or successor formsin part, the Company shall promptly give written notice may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such proposed Registration to offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, which and all other selling stockholders, shall offer be limited to registering such proportion of their respective shares as shall equal the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section 9.2(b), the Company shall promptly use its best efforts to cause (and all such other Registrable Securities to be Registered, to held by the extent required to permit sale or disposition as set forth in the written request. (dselling stockholders) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders Holders thereof for a period, not to exceed 180 one hundred eighty (180) days, that which the managing underwriter may reasonably determines as determine is necessary in order to effect such underwritten offering. The Company shall have the underwritten public offeringright to terminate or withdraw any registration initiated by it under this Section 12(c) prior to the effectiveness of such registration whether or not any Warrant holder elected to include securities in such registration. All registration expenses incurred by the Company in complying with this Section 12(c) shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the holders of the Warrants.

Registration. The holder of this Warrant ------------------------- shall have the right to include all of the shares of Common Stock underlying this Warrant (athe "Registrable Securities") Each time that as part of any registration of securities filed by the Company proposes for any reason to Register any of its securities, (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to a Registration Statement on Form S-4 S-8) and must be notified in writing of such filing. Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include holder or Form S-8 not include holder as part of the registration; provided, -------- however, that if any registration pursuant to this Section shall be ------- underwritten, in whole or similar or successor formsin part, the Company shall promptly give written notice may require that the Registrable Securities requested for inclusion pursuant to this paragraph 13(c) be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion offering only a limited number of any Registrable Securities should be included in such offering, or no such shares should be included, the proposed Registration. (b) The Holder holder, and all other selling stockholders, shall have 10 days from be limited to registering such proportion of their respective shares as shall equal the receipt of such notice to deliver to the Company a written request specifying proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request which are excluded from an underwritten offering pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause foregoing provisions of this paragraph 13(c) (and all such other Registrable Securities to be Registered, to held by the extent required to permit sale or disposition as set forth in the written request. (dselling stockholders) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 one hundred eighty (180) days, that which the managing underwriter may reasonably determines as determine is necessary in order to effect the such underwritten public offering.

Registration. (a) Each time that the Company If B&G Foods proposes for any reason to Register register any of its securities, ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act (other than pursuant to a Registration Statement registration (i) on Form S-4 or Form S-8 or S-4 or any successor or similar forms or successor forms(ii) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the Company shall promptly give “Relevant Shareholders”). Upon the written notice of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 Relevant Shareholder made within 15 days from after the receipt of such notice to deliver to from B&G Foods (which request shall specify the Company a written request specifying the number of shares amount and kinds of Registrable Securities intended to be disposed of by such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(bRelevant Shareholders), the Company shall promptly B&G Foods will use its best efforts to cause effect the registration under the Securities Act of all such Registrable Registration Securities which B&G Foods has been so requested to be Registeredregister by such Relevant Shareholders, to the extent required to permit sale the disposition of such Registration Securities to be so registered; provided that (y) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or disposition by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.” (b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in the written request. (dSection 2.2(c) Notwithstanding the forgoing, if shall apply) and the managing underwriter determines underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and advises the Relevant Shareholders intend to include in writing that such registration will exceed the inclusion of all Registrable Securities proposed to amount which can be included sold in such Public Offering (the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"“Maximum Offering Size”), would interfere with B&G Foods shall include in such registration, up to the successful marketing Maximum Offering Size, so many of the securities proposed to be included registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the underwritten public offeringfollowing orders of priority: (i) first, then all of the number of such shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested to be included in such Incidental Registration Statement by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, made pro rata, rata based on the number of shares of Common Stock the respective holders proposed Registration Securities that each Holder shall have requested to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringincluded therein.

Registration. (aa. Subject to the provisions of subsection 3(a) Each time that below, not later than six months after the final closing date of an initial public offering of the Common Stock of the Company proposes for any reason to Register any of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company shall promptly give written notice of such proposed Registration to the Holder, which shall offer general public covered by a registration statement under the Holder Securities Act (the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b"IPO Closing Date"), the Company shall promptly use its best efforts to cause effect the registration under the Securities Act of all such Registrable Securities to be RegisteredSecurities; provided, to however, that an Investor may inform the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises Company in writing that it wishes to exclude all or a portion of its Registrable Securities from such registration. b. If the inclusion Company shall not have effected the registration of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders (other than any Registrable Securities excluded from registration at the request of an Investor) by the last day of the 24th month after the date of this Agreement, the holders of a majority in interest of Registrable Securities shall have the right at any time (such other shares hereinafter collectively referred to as the "Other Shares"but only once), would interfere commencing with the successful marketing first day of the securities proposed 25th month after the date of this Agreement, to be included make a written request (a "Demand") to the Company for registration (a "Demand Registration") under and in accordance with the provisions of the Securities Act of all Registrable Securities; provided, -------- however, that an Investor may inform the Company in writing that it wishes to ------- exclude all or a portion of its Registrable Securities from such registration. The Company may, if its Board of Directors shall determine in the underwritten public offeringgood faith exercise of their reasonable business judgment that it would be significantly adverse to the Company and its stockholders to effect a Demand Registration, then defer such Demand Registration (but only once) for a period of not more than ninety (90) days after receipt of the number Demand; provided, that the Company shall effect such Demand -------- Registration promptly upon the expiration of such shares period unless the holders of Common Stock a majority in interest of Registrable Securities shall have notified the Company in writing not to be included effect such Demand Registration. c. The holders of a majority in such Registration Statement shall be reduced, and shares interest of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) shall have the Other Shares proposed right to be registeredselect the managing underwriters, pro rataif any, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a periodregistration pursuant to this Section 2, subject to the approval of the Company, which shall not be unreasonably withheld. d. The Company is obligated to exceed 180 days, that the managing underwriter reasonably determines as necessary in order use its best efforts to effect the underwritten public offeringonly one registration pursuant to this Agreement.

Registration. (a) Each The Company and the holders of the Shares agree that if at any time that after the date hereof the Company proposes for any reason shall propose to Register file a registration statement with respect to any of its securitiesCommon Stock on a form suitable for a secondary offering (including its initial public offering), other than pursuant it will give notice in writing to a Registration Statement on Form S-4 or Form S-8 or similar or successor formssuch effect to the registered holder(s) of the Shares at least thirty (30) days prior to such filing, and, at the written request of any such registered holder, made within ten (10) days after the receipt of such notice, will include therein at the Company's cost and expense (including the fees and expenses of counsel to such holder(s), but excluding underwriting discounts, commissions and filing fees attributable to the Shares included therein) such of the Shares as such holder(s) shall request; provided, however, that if the offering being registered by the Company is underwritten and if the representative of the underwriters certifies in writing that the inclusion therein of the Shares would materially and adversely affect the sale of the securities to be sold by the Company thereunder, then the Company shall promptly give written notice be required to include in the offering only that number of such proposed Registration securities, including the Shares, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among all selling shareholders according to the Holdertotal amount of securities entitled to be included therein owned by each selling shareholder, which but in no event shall offer the Holder the right to request inclusion total amount of any Registrable Securities Shares included in the proposed Registrationoffering be less than the number of securities included in the offering by any other single selling shareholder unless all of the Shares are included in the offering). (b) The Holder shall have 10 days from the receipt of such notice to deliver to Whenever the Company a written request specifying undertakes to effect the number registration of shares any of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)Shares, the Company shall promptly shall, as expeditiously as reasonably possible: (i) Prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement covering such Shares and use its best efforts to cause such registration statement to be declared effective by the Commission as expeditiously as possible and to keep such registration effective until the earlier of (A) the date when all Shares covered by the registration statement have been sold or (B) one hundred eighty (180) days from the effective date of the registration statement; provided, that before filing a registration statement or prospectus or any amendment or supplements thereto, the Company will furnish to each Holder of Shares covered by such registration statement and the underwriters, if any, copies of all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities documents proposed to be included in the Registration Statementfiled (excluding exhibits, together with unless any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"person shall specifically request exhibits), would interfere with which documents will be subject to the successful marketing of the securities proposed to be included in the underwritten public offering, then the number review of such shares of Common Stock to be included in such Registration Statement shall be reducedHolders and underwriters, and shares of Common Stock shall be excluded from the Company will not file such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offering.registration statement or any amendment thereto or any prospectus or any

Registration. (a) Each If at any time that or from time to time during the period when the Company proposes for any reason is required to Register any maintain the effectiveness of its securities, other than pursuant to a Shelf Registration Statement on Form S-4 or Form S-8 or similar or successor formsthere is not an effective Shelf Registration Statement covering all of the Registrable Securities, the Company shall promptly give written notice use its best efforts to notify all Holders of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in writing at least 20 days before filing any registration statement under the proposed Registration. Act for purposes of effecting an underwritten public offering by the Company of securities of the Company (bexcluding registration statements relating to any employee benefit plan or a corporate merger, acquisition or reorganization) The and will afford each such Holder shall have an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within 10 days after receipt of the above-described notice from the receipt of Company, so notify the Company in writing, and in such notice to deliver to shall inform the Company a written request specifying of the number of shares of Registrable Securities such Holder intends wishes to sell and include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any such registration statement filed by the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant Company, such Holder shall nevertheless continue to Section 9.2(b), have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company shall promptly use with respect to offerings of its best efforts securities, all upon the terms and conditions set forth herein. The Holders’ rights to cause all such include any Registrable Securities to be Registered, in any offering under this Section are subject in all events to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if ability of the managing underwriter determines and advises in writing for such offering to exclude some or all of the Registrable Securities requested to be registered on the basis of a good faith determination that the inclusion of all such securities might adversely affect the success of the offering or otherwise adversely affect the Company; provided, however, that no Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from any such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers if any securities of (i) the Company other than Registrable Securities and (ii) are included in such offering for resale by any person other than the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to includeCompany. The shares of Common Stock that are so excluded from the Registration Statement Any such exclusion shall be withheld from the market by the holders thereof for a period, not pro rata among all Holders who have requested to exceed 180 days, that the managing underwriter reasonably determines as necessary sell Registrable Securities in order to effect the underwritten public offeringsuch registration.

Registration. (a) Each The Company and the holders of the Shares agree that if at any time that after the date hereof the Company proposes for any reason shall propose to Register file a registration statement with respect to the underwritten issuance and sale by the Company any of its securitiesCommon Stock on a form suitable for a secondary offering, other than pursuant it will give notice in writing to a Registration Statement on Form S-4 or Form S-8 or similar or successor formssuch effect to the registered holder(s) of the Shares at least thirty (30) days prior to such filing, and, at the written request of any such registered holder, made within five (5) business days after the receipt of such notice, will include therein at the Company's cost and expense (including the fees and expenses of counsel to such holder(s), but excluding underwriting discounts, commissions and filing fees attributable to the Shares included therein) such of the Shares as such holder(s) shall request; provided, however, that if the offering being registered by the Company is underwritten and if the representative of the underwriters certifies in writing that the inclusion therein of the Shares would materially and adversely affect the sale of the securities to be sold by the Company thereunder, then the Company shall promptly give written notice be required to include in the offering only that number of such proposed Registration securities, including the Shares, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among all selling shareholders according to the Holdertotal amount of securities entitled to be included therein owned by each selling shareholder, which but in no event shall offer the Holder the right to request inclusion total number of any Registrable Securities Shares included in the proposed Registrationoffering be less than the number of securities included in the offering by any other single selling shareholder). (b) The Holder shall have 10 days from the receipt of such notice to deliver to Whenever the Company a written request specifying undertakes to effect the number registration of shares any of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)Shares, the Company shall promptly shall, as expeditiously as reasonably possible: (i) Prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement covering such Shares and use its best efforts to cause such registration statement to be declared effective by the Commission as expeditiously as possible and to keep such registration effective until the earlier of (A) the date when all Shares covered by the registration statement have been sold or (B) two hundred seventy (270) days from the effective date of the registration statement; provided, that before filing a registration statement or prospectus or any amendment or supplements thereto, the Company will furnish to each Holder of Shares covered by such registration statement and the underwriters, if any, copies of all such Registrable Securities documents proposed to be Registeredfiled (excluding exhibits, unless any such person shall specifically request exhibits), which documents will be subject to the review of such Holders and underwriters, and the Company will not file such registration statement or any amendment thereto or any prospectus or any supplement thereto (including any documents incorporated by reference therein) with the Commission if (A) the underwriters, if any, shall reasonably object to such filing or (B) if information in such registration statement or prospectus concerning a particular selling Holder has changed and such Holder or the underwriters, if any, shall reasonably object. (ii) Prepare and file with the Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement effective during the period referred to in Section 10(b)(i) and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement, and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed with the Commission pursuant to Rule 424 under the Securities Act. (iii) Furnish to the selling Holder(s) such numbers of copies of such registration statement, each amendment thereto, the prospectus included in such registration statement (including each preliminary prospectus), each supplement thereto and such other documents as they may reasonably request in order to facilitate the disposition of the Shares owned by them. (iv) Use its best efforts to register and qualify under such other securities laws of such jurisdictions as shall be reasonably requested by any selling Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable such selling Holder to consummate the disposition of the Shares owned by such Holder, in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to transact business or to file a general consent to service of process in any such states or jurisdictions. (v) Promptly notify each selling Holder of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, at the request of any such Holder, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and the Holder(s) shall suspend trading at the request of the Company if upon advice of counsel to the Company, such suspension is advisable. (vi) Provide a transfer agent and registrar for all such Shares not later than the effective date of such registration statement. (vii) Enter into such customary agreements (including underwriting agreements in customary form for a primary offering) and take all such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Shares (including, without limitation, effecting a stock split or a combination of shares). (viii) Make available for inspection by any selling Holder or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such selling Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the officers, directors, employees and independent accountants of the Company to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. (ix) Promptly notify the selling Holder(s) and the underwriters, if any, of the following events and (if requested by any such person) confirm such notification in writing: (A) the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment thereto and, with respect to the registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such documents, (B) any requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information, (C) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose, and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threat of initiation of any proceeding for such purposes and the Holder(s) shall suspend trading at the request of the Company if upon advice of counsel to the Company, such suspension is advisable. (x) Make every reasonable effort to prevent the entry of any order suspending the effectiveness of the registration statement and obtain at the earliest possible moment the withdrawal of any such order, if entered. (xi) Cooperate with the selling Holder(s) and the underwriters, if any, to facilitate the extent timely preparation and delivery of certificates representing the Shares to be sold and not bearing any restrictive legends, and enable such Shares to be in such lots and registered in such names as the underwriters may request at least two (2) business days prior to any delivery of the Shares to the underwriters. (xii) Provide a CUSIP number for all the Shares not later than the effective date of the registration statement. (xiii) [Intentionally Omitted] (xiv) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any twelve-month period (or ninety (90) days, if such period is a fiscal year) (A) commencing at the end of any fiscal quarter in which the Shares are sold to underwriters in a firm or best efforts underwritten offering, or (B) if not sold to underwriters in such an offering, beginning with the first month of the first fiscal quarter of the Company commencing after the effective date of the registration statement, which statements shall cover such twelve-month periods. (c) The Company's obligations under Section 11(a) above with respect to each holder of Shares are expressly conditioned upon such holder's furnishing to the Company in writing such information concerning such holder and the terms of such holder's proposed offering as the Company shall reasonably request for inclusion in the registration statement. If any registration statement including any of the Shares is filed, then the Company shall indemnify each holder thereof (and each underwriter for such holder and each person, if any, who controls such underwriter within the meaning of the Securities Act) from any loss, claim, damage or liability arising out of, based upon or in any way relating to any untrue statement of a material fact contained in such registration statement or any omission to state therein a material fact required to permit sale be stated therein or disposition as set forth necessary to make the statements therein not misleading, except for any such statement or omission based on information furnished in writing by such holder of the written requestShares expressly for use in connection with such registration statement; and such holder shall indemnify the Company (and each of its officers and directors who has signed such registration statement, each director, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter for the Company and each person, if any, who controls such underwriter within the meaning of the Securities Act) and each other such holder against any loss, claim, damage or liability arising from any such statement or omission which was made in reliance upon information furnished in writing to the Company by such holder of the Shares expressly for use in connection with such registration statement. (d) Notwithstanding For purposes of this Section 10, all of the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed Shares shall be deemed to be included in the Registration Statement, together with any other issued and outstanding shares outstanding. (e) The rights contained in this Section 10 shall expire as to any holder of Common Stock proposed Shares that is able to be included therein by holders other than sell Shares pursuant to Rule 144 under the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringAct.

Registration. (a) Each time that the Company proposes for any reason If TRC acts to Register register any of its securities, common stock under the Securities Act of 1933 (the "Act") (including for this purpose a registration effected by TRC for stockholders other than pursuant the Stockholders) on or before (i) one year after the Closing Date, or (ii) with respect to TRC Shares purchased upon exercise of the Warrants, one year after a Registration Statement on Form S-4 majority of the Warrants are exercised, and the registration form to be used may be used without substantial modification for the registration of the TRC Shares, TRC will give prompt written notice to ▇▇▇▇ ▇. ▇▇▇▇▇▇ as agent for the Stockholders (the "Agent"), and will include in such registration statement all or Form S-8 or similar or successor formsany portion of the TRC Shares which the Stockholders elect to sell in such registration, provided that TRC shall not be obliged to, and shall not, include any TRC Shares in more than one effective registration statement during the periods noted as (i) and (ii) above. Furthermore, TRC shall not be obligated to and shall not include any TRC Shares unless (a) the holders of at least 25,000 of the TRC Shares subject to registration shall have requested registration, and (b) TRC's underwriter shall determine that the inclusion of such TRC Shares would not adversely affect TRC's offering. If TRC's underwriter determines that such TRC Shares would adversely affect TRC's offering, the Company Sellers (as defined below) will reduce the number of TRC Shares they propose to sell (pro rata) as requested by TRC's underwriter, provided if the reduction is of twenty (20) or more percent of the TRC Shares requested for registration, then the Stockholders shall promptly give be entitled to participate in one additional registration in accordance with this Agreement, provided that under no circumstances will such right continue beyond one year after the Closing Date or with respect to TRC Shares purchased upon exercise of the Warrants one year after the majority of the Warrants are exercised. Any request for inclusion in a proposed registration shall be made within thirty (30) days of receipt by the Agent of written notice of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registrationfrom TRC. (b) The Holder Each holder of TRC Shares who wishes to have his TRC Shares registered (a "Seller") will furnish TRC with such appropriate information relating to the holder as TRC reasonably requests in writing. Following the effective date of the registration statement, TRC will, upon the request of a Seller, promptly supply such number of prospectuses meeting the requirements of the Act as may be reasonably requested by the Seller to permit Seller to make a public offering of all TRC Shares of the Seller included in the registration statement. TRC will use its best efforts to qualify the TRC Shares for sale in such states as the Seller may reasonably designate; provided that in no event will TRC be required to file a general consent to service of process. In the event of any underwritten public offering, TRC shall have 10 days from enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the receipt managing underwriter of such notice to deliver offering. TRC shall notify each Seller at any time when a prospectus relating to the Company sale of such Seller's securities is required to be delivered under the Act of the happening of any event as a written request specifying result of which such prospectus includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. TRC shall cause all TRC Shares registered pursuant to this Agreement to be listed on each securities exchange on which similar securities issued by TRC are then listed. TRC shall provide a transfer agent and registrar for all TRC Shares registered pursuant to this Agreement and CUSIP number for all such TRC Shares, in each case not later than the effective date of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of dispositionregistration. (c) Upon receipt TRC will indemnify and hold harmless each Seller and each underwriter, within the meaning of the Act, who may purchase from or sell for a Seller TRC Shares, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a written request pursuant to Section 9.2(b), material fact contained in any registration statement under the Company shall promptly use its best efforts to cause all such Registrable Securities Act or any prospectus included in it required to be Registered, filed or furnished by reason of this Agreement or caused by any omission or alleged omission to the extent state a material fact required to permit sale be stated therein or disposition necessary to make the statements therein not misleading, except insofar as set forth such losses, claims, damages or liabilities are caused by an untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished or required to be furnished in writing to TRC by the Seller or underwriter expressly for use in the written requestregistration statement, which indemnifications will include each person, if any, who controls any such Seller or underwriter within the meaning of the Act; PROVIDED, HOWEVER, that TRC will not indemnify any Seller or underwriter or controlling person with regard to a requested registration statement unless the Seller or underwriter agrees to indemnify TRC, its directors, each officer signing the registration statement and each person, if any, who controls TRC within the meaning of the Act from and against any and all losses, claims, damages, and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any prospectus required to be filed or furnished by reason of this Agreement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading insofar as such losses, claims, damages or liabilities are caused by any untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished in writing to TRC by the Seller or underwriter expressly for use therein. (d) Notwithstanding All costs and expenses incident to the forgoingregistration and qualifications required by this Section shall be borne by TRC, if except that underwriting discounts attributable to the managing underwriter determines TRC Shares, any legal fees of counsel for the Sellers, and advises the cost of qualifying the TRC Shares for sale in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders states other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as states in which the "Other Shares"), would interfere with the successful marketing of the securities proposed common stock to be included registered by TRC is to be qualified shall be borne by the Sellers. (e) TRC shall not be required to effect any registration of TRC Shares if it shall deliver to the Stockholders requesting such registration an opinion of counsel (which opinion and counsel shall be reasonably satisfactory to such Stockholders) to the effect that the TRC Shares held by such Stockholders may be sold in the underwritten public offering, then market without registration under the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, Securities Act and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringany applicable state securities laws.

Registration. (a) Each time that the Company proposes for Neither Seller nor any reason Stockholder will have any rights to Register demand registration of any of its securitiesthe Shares, other than pursuant or to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of participate in any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition registration undertaken by Buyer except as set forth in this Section 4.6. If Buyer files a registration statement with the written request. Securities and Exchange Commission for an underwritten IPO of its equity securities or any subsequent underwritten public offering within twenty-four (d24) Notwithstanding months of the forgoingclosing of the IPO (not including a registration statement filed in connection with an acquisition or employee benefit plan), and if the managing underwriter determines and advises in writing of such offering believes that the inclusion of all Registrable Securities proposed to be included market will accommodate selling stockholders in the Registration Statementoffering, together then Seller, each Stockholder and each Unit Holder (as defined in Section 4.23), in the aggregate, shall have the right, subject to the limitations set forth in this Section 4.6(a), to include in such registration statement or statements and offering or offerings Shares and other Common Stock owned by Seller and such Stockholders and Unit Holders. Other stockholders (including but not limited to stockholders who acquired Common Stock in the Consolidation Transactions and stockholders who acquired Common Stock in connection with any other issued and outstanding the formation, or work on behalf of, Buyer) will have rights to include shares of Common Stock proposed to be included therein by holders other than in any such offering, and if the holders aggregate amount of Registrable Securities shares that all stockholders with such rights (such other shares hereinafter collectively referred to as collectively, the "Other SharesSELLING STOCKHOLDERS"), would interfere with the successful marketing of the securities proposed ) desire to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on include exceeds the number of shares of Common Stock that can be sold by all Selling Stockholders, then all Selling Stockholders desiring to sell in any such offering will participate pro-rata on the respective holders proposed to include. The basis of the relative numbers of shares of Common Stock eligible for inclusion that they originally sought to include. However, notwithstanding the foregoing, no Selling Stockholder or Unit Holder will be permitted to include in any such registration and offering (i) any Shares subject to performance-related restrictions at the time of filing of the registration statement for such offering, or (ii) more than, in the aggregate for all such registrations and offerings, half of the shares of Common Stock held by such Selling Stockholder or Unit Holder as of the date hereof. Furthermore, in no case will Seller, the Stockholders or any Unit Holders be permitted to include in all such registrations and offerings, in the aggregate, more than the number of shares listed on Schedule 4.6 under the item "Maximum IPO Shares" (such shares will be allocated among Seller, each of the Stockholders and each of the Unit Holders hereunder desiring to participate in any such registration and offering ratably on the basis of their relative ownership of Shares and other Common Stock). (b) If any Stockholder acting pursuant to this Section 4.6 includes any securities in any registration of Buyer, Buyer will agree to indemnify such Stockholder from and against any claims, costs and liabilities incurred by such Stockholder as a result of any untrue, or alleged untrue, statement of a material fact contained in any registration statement, preliminary prospectus or prospectus (as amended or supplemented if Buyer shall have furnished any amendments or supplements thereto) or caused by any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such claims, costs or liabilities are caused by any untrue statement or alleged untrue statement or omission or alleged omission so excluded from made in conformity with information furnished in writing to Buyer by Stockholder expressly for use therein for which the Registration Statement Stockholder will be responsible. (c) Shares of Common Stock may only be included in a registration and offering pursuant to this Section 4.6 pursuant to the underwriting agreement negotiated between Buyer and the underwriters, and Selling Stockholders must enter into the underwriting agreement with respect to any shares held by them to be included in the registration and offering. Each Selling Stockholder shall pay (i) all underwriting discounts and commissions applicable to such Selling Stockholder's sale of shares of Common Stock, (ii) such Selling Stockholder's ratable share (based on the relative number of shares of Common Stock included in the offering) of any fees and disbursements of a single counsel for all Selling Stockholders, which counsel shall be withheld from the market selected by the two Selling Stockholders (or affiliated stockholder groups) selling the most shares of Common Stock in the offering, and (iii) the fees and costs of any separate counsel retained by such Selling Stockholder alone. (d) At all times that equity securities of Buyer are registered pursuant to the Securities Exchange Act of 1934, as amended, Buyer shall use its best efforts to fulfill all conditions applicable to a registrant as are necessary to enable selling security holders thereof for a period, not of Buyer to exceed 180 days, that make sales pursuant to Rule 144 under the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringSecurities Act.

Registration. (a) Each time that Whenever the Company proposes for any reason to Register any of its securities, file a registration statement (other than pursuant to a Registration Statement registration statement on Form S-8 and Form S-4 or Form S-8 or similar or successor formsand a registration statement covering shares to be sold solely for the account of other holders) at any time and from time to time, the Company shall promptly it will, prior to such filing, give written notice to Shaltiel of its intention to do so; provided, that no such notice need be given if no registrable shares are to be included therein as a result of a determination of the managing underwriter. Upon the written request of Shaltiel given within 10 days after the Company provides such notice (which request shall state the intended method of disposition of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(bregistrable shares), the Company shall promptly use its best efforts to cause all up to 2,857,142 which the Company has been requested by such Registrable Securities stockholder to register to be Registeredregistered under the Securities Act of 1933, as amended, to the extent required necessary to permit their sale or other disposition as set forth in accordance with the intended methods of distribution specified in the written requestrequest of such stockholder; provided that the Company shall have the right to postpone or withdraw any registration effected without obligation to Shaltiel. (db) If the registration for which the Company gives notice pursuant to paragraph (a) is a registered public offering involving an underwriting, the Company shall so advise Shaltiel as a part of the written notice given pursuant to paragraph (a). In such event, the right of Shaltiel to include her registrable shares in such registration pursuant hereto shall be conditioned upon such stockholder’s participation in such underwriting on the terms set forth herein. Shaltiel shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding the forgoingany other provision of this Agreement, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed shares requested to be registered would adversely affect the offering, the Company may limit the number of registrable shares to be included in the Registration Statement, together with any other issued registration and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing underwriting. The securities of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock Company held by Shaltiel shall be excluded from such underwritten public offering registration and underwriting to the extent deemed advisable by the managing underwriter. (c) Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 2, to include any registrable shares in a number deemed necessary by registration statement if such managing underwriter, by excluding equal numbers of (iregistrable shares can then be sold pursuant to Rule 144(b) under the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringAct.

Registration. (a) Each The Company and the holders of the Shares agree that if at any time that after the date hereof the Company proposes for any reason shall propose to Register file a registration statement with respect to any of its securitiesCommon Stock on a form suitable for a secondary (including its initial public offering), other than pursuant it will give notice in writing to a Registration Statement on Form S-4 or Form S-8 or similar or successor formssuch effect to the registered holder(s) of the Shares at least thirty (30) days prior to such filing, and, at the written request of any such registered holder, made within ten (10) days after he receipt of such notice, will include therein at the Company's cost and expense (including the fees and expenses of counsel to such holder(s), but excluding underwriting discounts, commissions and filing fees attributable to the Shares included therein) such of the Shares as such holder(s) shall request; provided, however, that if the offering being registered by the Company is underwritten and if the representative of the underwriters certifies in writing that the inclusion therein of the Shares would materially and adversely affect the sale of the securities to be sold by the Company thereunder, then the Company shall promptly give written notice be required to include in the offering only that number of such proposed Registration securities, including the Shares, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among all selling shareholders according to the Holdertotal amount of securities entitled to be included therein owned by each selling shareholder, which but in no event shall offer the Holder the right to request inclusion total amount of any Registrable Securities shares included in the proposed Registrationoffering be less than the number of securities included in the offering by any other single selling shareholder unless all of the Shares are included in the offering). (b) The Holder shall have 10 days from the receipt of such notice to deliver to Whenever the Company a written request specifying undertakes to effect the number registration of shares any of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)Shares, the Company shall promptly shall, as expeditiously as reasonably possible: (i) Prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement covering such Shares and use its best efforts to cause such registration statement to be declared effective by the Commission as expeditiously as possible and to keep such registration effective until the earlier of (A) the date when all Shares covered by the registration statement have been sold or (B) one hundred eighty (180) days from the date of the registration statement; provided, that before filing a registration statement or prospectus or any amendment or supplements thereto, the company will furnish to each Holder of Shares covered by such registration statement and the underwriters, if any, copies of all such Registrable Securities documents proposed to be Registeredfiled (excluding exhibits, unless any such person shall specifically request exhibits), which documents will be subject to the review of such Holders and underwriters, and the Company will not file such registration statement or any amendment thereto or any prospectus or any supplement thereto (including any documents incorporated by reference therein) with the Commission if (A) the underwriters, if any, shall reasonably object to such filing or (B) if information in such registration statement or prospectus concerning a particular selling Holder has changed and such Holder or the underwriters, if any, shall reasonably object. (ii) Prepare and file with the Commissions such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement effective during the period referred to in Section 10(b)(i) and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement, and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed with the Commission pursuant to Rule 424 under the Securities Act. (iii) Furnish to the selling Holder(s) such numbers of copies of such registration statement, each amendment thereto, the prospectus included in such registration statement (including each preliminary prospectus), each supplement thereto and such other documents as they may reasonably request in order to facilitate the disposition of the Shares owned by them. (iv) Use its best efforts to register and qualify under such other securities laws of such jurisdictions as shall be reasonably requested by any selling Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable such selling Holder to consummate the disposition of the Shares owned by such Holder, in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto qualify to transact business or to file a general consent to service of process in any such states or jurisdictions. (v) Promptly notify each selling Holder of the happening or any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, at the request of any such Holder, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading. (vi) Provide a transfer agent and registrar for all such Shares not later than the effective date of such registration statement. (vii) Enter into such customary agreements (including underwriting agreements in customary form for a primary offering) and take all such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Shares (including, without limitation, effecting a stock split or a combination of shares). (viii) Make available for inspection by any selling Holder or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such selling Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the officers, directors, employees and independent accountants of the Company to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. (ix) Promptly notify the selling Holder(s) and the underwriters, if any, of the following events and (if requested by any such person) confirm such notification in writing: (A) the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment thereto and, with respect to the registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such documents, (B) any requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information, (C) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threat of initiation of any proceeding for such purposes. (x) Make every reasonable effort to prevent the entry of any order suspending the effectiveness of the registration statement and obtain at the earliest possible moment the withdrawal of any such order, if entered. (xi) Cooperate with the selling Holder(s) and the underwriters, if any, to facilitate the extent required timely preparation and delivery of certificates representing the Shares to permit sale or disposition be sold and not bearing any restrictive legends, and enable such Shares to be in such lots and registered in such names as set forth the underwriters may request at least two (2) business days prior to any delivery of the Shares to the underwriters. (xii) Provide a CUSIP number for all the Shares not later than the effective date of the registration statement. (xiii) Prior to the effectiveness of the registration statement and any post-effective amendment thereto and at each closing of an underwritten offering, (A) make such representations and warranties to the selling Holder(s) and the underwriters, if any, with respect to the Shares and the registration statement as are customarily made by issuers in primary underwritten offerings; (B) use its best efforts to obtain "cold comfort" letters and updates thereof from the Company's independent certified public accountants addressed to the selling Holders and the underwrites, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters by underwriters in connection with primary underwritten offerings; (C) deliver such documents and certificates as may be reasonably requested (1) by the holders of a majority of the Shares being sold, and (2) by the underwriters, if any, to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company; and (D) obtain opinions of counsel to the Company and updates thereof (which counsel and which opinions shall be reasonably satisfactory to the underwriters, if any), covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the selling Holders and underwriters or their counsel. Such counsel shall also state that no facts have come to the attention of such counsel which cause them to believe that such registration statement, the prospectus contained therein, or any amendment or supplement thereto, as of their respective effective or issue dates, contains any untrue statement of any material fact or omits to state any material fact necessary to make the statements therein not misleading (except that no statement need be made with respect to any financial statements, notes thereto or other financial data or other expertized material contained therein). If for any reason the Company's counsel is unable to give such opinion, the Company shall so notify the Holders of the Shares and shall use its best efforts to remove expeditiously all impediments to the rendering of such opinion. (xiv) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any twelve-month period (or ninety (90) days, if such period is a fiscal year) (A) commending at the end of any fiscal quarter in which the Shares are sold to underwriters in a firm or best efforts underwritten offering, or (B) if not sold to underwrites in such an offering, beginning with the first month of the first fiscal quarter of the Company commencing after the effective date of the registration statement, which statements shall cover such twelve-month periods. (c) After the date hereof, the Company shall not grant to any holder of securities of the Company any registration rights which have a priority greater than or equal to those granted to Holders pursuant to this warrant without the prior written requestconsent of the Holder(s). (d) Notwithstanding The Company's obligations under Section 10(a) above with respect to each holder of Shares are expressly conditioned upon such holders' furnishing to the forgoing, if the managing underwriter determines and advises Company in writing that such information concerning such holder and the terms of such holder's proposed offering as the Company shall reasonably request for inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with registration statement. If any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing registration statement including any of the securities proposed to be included in the underwritten public offeringShares is filed, then the number Company shall indemnity each holder thereof (and each underwriter for such holder and each person, if any, who controls such underwriter within the meaning of the Securities Act) from any loss, claim, damage or liability arising out of, based upon or in any way relating to any untrue statement of a material fact contained in such shares of Common Stock registration statement or any omission to state therein a material fact required to be included stated therein or necessary to make the statements therein not misleading, except for any such statements or omission based on information furnished in writing by such Registration Statement holder of the Shares expressly for use in connection with such registration statement; and such holder shall indemnify the Company (and each of its officers and directors who has signed such registration statement, each director, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter for the Company and each person, if any, who controls such underwriter within the meaning of the Securities Act) and each other such holder against any loss, claim, damage or liability arising from any such statement or omission which was made in reliance upon information furnished in writing to the Company by such holder of the Shares expressly for use in connection with such registration statement. (e) For purposes of this Section 10, all of the Shares shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringissued and outstanding.

Registration. (a) Each The Company and the holders of the Shares agree that if at any time that after the date hereof the Company proposes for any reason shall propose to Register file a registration statement with respect to any of its securitiesCommon Stock on a form suitable for a secondary offering (including its initial public offering), other than pursuant it will give notice in writing to a Registration Statement on Form S-4 or Form S-8 or similar or successor formssuch effect to the registered holder(s) of the Shares at least thirty (30) days prior to such filing, and, at the written request of any such registered holder, made within ten (10) days after the receipt of such notice, will include therein at the Company's cost and expense (including the fees and expenses of counsel to such holder(s), but excluding underwriting discounts, commissions and filing fees attributable to the Shares included therein) such of the Shares as such holder(s) shall request; provided, however, that if the offering being registered by the Company is underwritten and if the representative of the underwriters certifies in writing that the inclusion therein of the Shares would materially and adversely affect the sale of the securities to be sold by the Company thereunder, then the Company shall promptly give written notice be required to include in the offering only that number of such proposed Registration securities, including the Shares, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among all selling shareholders according to the Holdertotal amount of securities entitled to be included therein owned by each selling shareholder, which but in no event shall offer the Holder the right to request inclusion total amount of any Registrable Securities Shares included in the proposed Registrationoffering be less than the number of securities included in the offering by any other single selling shareholder unless all of the Shares are included in the offering). (b) The Holder shall have 10 days from the receipt of such notice to deliver to Whenever the Company a written request specifying undertakes to effect the number registration of shares any of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)Shares, the Company shall promptly shall, as expeditiously as reasonably possible: (i) Prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement covering such Shares and use its best efforts to cause such registration statement to be declared effective by the Commission as expeditiously as possible and to keep such registration effective until the earlier of (A) the date when all Shares covered by the registration statement have been sold or (B) one hundred eighty (180) days from the effective date of the registration statement; provided, that before filing a registration statement or prospectus or any amendment or supplements thereto, the Company will furnish to each Holder of Shares covered by such registration statement and the underwriters, if any, copies of all such Registrable Securities documents proposed to be Registeredfiled (excluding exhibits, unless any such person shall specifically request exhibits), which documents will be subject to the review of such Holders and underwriters, and the Company will not file such registration statement or any amendment thereto or any prospectus or any supplement thereto (including any documents incorporated by reference therein) with the Commission if (A) the underwriters, if any, shall reasonably object to such filing or (B) if information in such registration statement or prospectus concerning a particular selling Holder has changed and such Holder or the underwriters, if any, shall reasonably object. (ii) Prepare and file with the Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement effective during the period referred to in Section 10(b)(i) and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement, and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed with the Commission pursuant to Rule 424 under the Securities Act. (iii) Furnish to the selling Holder(s) such numbers of copies of such registration statement, each amendment thereto, the prospectus included in such registration statement (including each preliminary prospectus), each supplement thereto and such other documents as they may reasonably request in order to facilitate the disposition of the Shares owned by them. (iv) Use its best efforts to register and qualify under such other securities laws of such jurisdictions as shall be reasonably requested by any selling Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable such selling Holder to consummate the disposition of the Shares owned by such Holder, in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to transact business or to file a general consent to service of process in any such states or jurisdictions. (v) Promptly notify each selling Holder of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, at the request of any such Holder, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading. (vi) Provide a transfer agent and registrar for all such Shares not later than the effective date of such registration statement. (vii) Enter into such customary agreements (including underwriting agreements in customary form for a primary offering) and take all such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Shares (including, without limitation, effecting a stock split or a combination of shares). (viii) Make available for inspection by any selling Holder or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such selling Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the officers, directors, employees and independent accountants of the Company to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. (ix) Promptly notify the selling Holder(s) and the underwriters, if any, of the following events and (if requested by any such person) confirm such notification in writing: (A) the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment thereto and, with respect to the registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such documents, (B) any requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information, (C) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threat of initiation of any proceeding for such purposes. (x) Make every reasonable effort to prevent the entry of any order suspending the effectiveness of the registration statement and obtain at the earliest possible moment the withdrawal of any such order, if entered. (xi) Cooperate with the selling Holder(s) and the underwriters, if any, to facilitate the extent required timely preparation and delivery of certificates representing the Shares to permit sale or disposition be sold and not bearing any restrictive legends, and enable such Shares to be in such lots and registered in such names as set forth the underwriters may request at least two (2) business days prior to any delivery of the Shares to the underwriters. (xii) Provide a CUSIP number for all the Shares not later than the effective date of the registration statement. (xiii) Prior to the effectiveness of the registration statement and any post-effective amendment thereto and at each closing of an underwritten offering, (A) make such representations and warranties to the selling Holder(s) and the underwriters, if any, with respect to the Shares and the registration statement as are customarily made by issuers in primary underwritten offerings; (B) use its best efforts to obtain "cold comfort" letters and updates thereof from the Company's independent certified public accountants addressed to the selling Holders and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters by underwriters in connection with primary underwritten offerings; (C) deliver such documents and certificates as may be reasonably requested (1) by the holders of a majority of the Shares being sold, and (2) by the underwriters, if any, to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company; and (D) obtain opinions of counsel to the Company and updates thereof (which counsel and which opinions shall be reasonably satisfactory to the underwriters, if any), covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the selling Holders and underwriters or their counsel. Such counsel shall also state that no facts have come to the attention of such counsel which cause them to believe that such registration statement, the prospectus contained therein, or any amendment or supplement thereto, as of their respective effective or issue dates, contains any untrue statement of any material fact or omits to state any material fact necessary to make the statements therein not misleading (except that no statement need be made with respect to any financial statements, notes thereto or other financial data or other expertized material contained therein). If for any reason the Company's counsel is unable to give such opinion, the Company shall so notify the Holders of the Shares and shall use its best efforts to remove expeditiously all impediments to the rendering of such opinion. (xiv) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any twelve-month period (or ninety (90) days, if such period is a fiscal year) (A) commencing at the end of any fiscal quarter in which the Shares are sold to underwriters in a firm or best efforts underwritten offering, or (B) if not sold to underwriters in such an offering, beginning with the first month of the first fiscal quarter of the Company commencing after the effective date of the registration statement, which statements shall cover such twelve- month periods. (c) After the date hereof, the Company shall not grant to any holder of securities of the Company any registration rights which have a priority greater than or equal to those granted to Holders pursuant to this Warrant without the prior written requestconsent of the Holder(s). (d) Notwithstanding The Company's obligations under Section 10(a) above with respect to each holder of Shares are expressly conditioned upon such holder's furnishing to the forgoing, if the managing underwriter determines and advises Company in writing that such information concerning such holder and the terms of such holder's proposed offering as the Company shall reasonably request for inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with registration statement. If any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing registration statement including any of the securities proposed to be included in the underwritten public offeringShares is filed, then the number Company shall indemnify each holder thereof (and each underwriter for such holder and each person, if any, who controls such underwriter within the meaning of the Securities Act) from any loss, claim, damage or liability arising out of, based upon or in any way relating to any untrue statement of a material fact contained in such shares of Common Stock registration statement or any omission to state therein a material fact required to be included stated therein or necessary to make the statements therein not misleading, except for any such statement or omission based on information furnished in writing by such Registration Statement holder of the Shares expressly for use in connection with such registration statement; and such holder shall indemnify the Company (and each of its officers and directors who has signed such registration statement, each director, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter for the Company and each person, if any, who controls such underwriter within the meaning of the Securities Act) and each other such holder against any loss, claim, damage or liability arising from any such statement or omission which was made in reliance upon information furnished in writing to the Company by such holder of the Shares expressly for use in connection with such registration statement. (e) For purposes of this Section 10, all of the Shares shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringissued and outstanding.

Registration. (a) Each time that Within six months days after the Company proposes for any reason to Register any of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor formsEffective Time, the Company shall promptly give written notice file with the SEC under the Securities Act, on Form S-3 or other appropriate or necessary form, a registration statement under Section 5 of such proposed the Securities Act (together with the documents incorporated by reference therein, the "Registration Statement") for an offering to be made on a continuous or delayed basis covering the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities held by the Holders; provided, however, that the Company may defer making such filing for a reasonable period after the Effective Time (but not in excess of 90 days) if in the good faith judgment of the Company's Board of Directors such filing would, at such time, (a) require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, (b) require the providing of information required by the SEC that at such time the Company would be unable to provide, or (c) adversely affect active negotiations or planning for a proposed Registrationor pending merger or acquisition. (b) The Holder At such time as it shall have 10 days from file the receipt Registration Statement, the Company agrees to use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under the Blue Sky Laws of such notice jurisdictions, not to deliver exceed ten in number, as shall be reasonably requested by the Holders in writing to permit such Holders to sell or otherwise to dispose of any and all Registrable Securities in such states, provided that the Company shall not be obligated to qualify as a written request specifying foreign corporation to do business under the number laws of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of dispositionany jurisdiction in which it shall not then be qualified. (c) Upon receipt of a written request pursuant The Company agrees to Section 9.2(b), the Company shall promptly use its best efforts to cause the Registration Statement and all such state filings to become effective and to remain effective until the earlier of (A) the date when all Registrable Securities covered by the Registration Statement have been sold or (B) two years after the Effective Time if the Registration Statement is filed pursuant to Rule 415 of the Act (or any similar rule that may be Registered, to adopted by the extent required to permit sale or disposition as set forth in the written requestSEC). (d) Notwithstanding Each of the forgoingselling Holders undertakes to provide all such information and materials and take all such actions as may be required in order to permit the Company to comply with all applicable requirements of the Securities Act and the SEC, if to obtain any desired acceleration of the managing underwriter determines effective date of such Registration Statement and advises to comply with all requirements of applicable Blue Sky Laws or other administrative agency of any state of the United States. (e) The Company agrees to prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the period referred to in writing that Section 3(c) and to comply with the inclusion provisions of the Securities Act with respect to the disposition of all Registrable Securities proposed securities covered by such Registration Statement, and cause the prospectus to be included in supplemented by any required prospectus supplement, and as so supplemented to be filed with the SEC. (f) The Company agrees to furnish to the selling Holders such numbers of copies of the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than each amendment thereto, the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be prospectus included in such Registration Statement (including each preliminary prospectus), each supplement thereto and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. (g) The Company shall promptly notify each selling Holder of such Registrable Securities at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading. (h) It shall be reduceda condition precedent to the obligations of the Company to take any action pursuant to this Agreement that the selling Holders shall furnish to the Company such information regarding them, the Registrable Securities held by them and shares the intended method of Common Stock disposition of such Registrable Securities and execute such documents regarding the sale of the Registrable Securities as the Company shall reasonably request and as shall be excluded from such underwritten public offering required in a number deemed necessary connection with the action to be taken by such managing underwriter, by excluding equal numbers of the Company. (i) the Each selling Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) hereof, such Holder will discontinue disposition of Registrable Securities until such Holder's receipt of copies of a supplemented or amended prospectus contemplated by Section 3(g) or 5 hereof, as the case may be, or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company (iiat the expense of the Company) all copies, other than permanent file copies then in such Holder's possession, of the Other Shares proposed to prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, or in the event of the suspension of the Company's obligations as described in Section 5 hereof, the time periods mentioned in Section 3(c) hereof shall be registered, pro rata, based on extended by the number of shares days during the period from and including the date of Common Stock the respective holders proposed giving of such notice pursuant to include. The shares Section 3(g) or 5 hereof, as the case may be, to and including the date when each selling Holder of Common Stock that are so excluded from Registrable Securities shall have received the Registration Statement shall be withheld from copies of the market supplemented or amended prospectus contemplated by Section 3(g) or 5 hereof, as the holders thereof for a periodcase may be, not to exceed 180 days, that or the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringAdvice.

Registration. (a) Each time After the Initial Public Offering and when the Company is eligible to file a Registration Statement, one or more of the holders of Registrable Securities constituting at least 33-1/3% of the total shares of Registrable Securities then outstanding, may, on one occasion only, request that the Company proposes for any reason to Register any of its securities, other than pursuant to a file such Registration Statement on Form S-4 for a public offering of all or Form S-8 any portion of the shares of Registrable Securities held by such requesting holder or similar or successor formsholders. Upon the receipt of notice of such request, the Company shall promptly give written notice use its best efforts to register under the Securities Act on such Registration Statement for public sale in accordance with the method of disposition specified in such proposed Registration to the Holdernotice, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities specified in such Holder intends notice. (b) Following receipt of any notice under Section 3.1(a), the Company shall immediately notify all holders of Registrable Securities from whom notice has not been received and such holders shall then be entitled within thirty (30) days after receipt of such notice from the Company to sell request the Company to include in the requested registration all or any portion of their shares of Registrable Securities. The Company shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in the notice from requesting holders described in paragraph (a) above, the number of shares of Registrable Securities specified in such notice (and in all notices received by the Holder's intended plan Company from other holders within thirty (30) days after the receipt of dispositionsuch notice by such holders). The Company shall be obligated to register the Registrable Securities pursuant to this Section 3.1 on one (1) occasion only, provided, however, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Registrable Securities specified in notices received as aforesaid (except to the extent reduced by the managing underwriter, if any, pursuant to Section 3.1(d)), for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 3.1 after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering and prior to the later to occur of the completion of the period of distribution for such offering or 180 days after the effective date of such registration statement. (c) Upon receipt If the holders requesting such registration intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a written part of their request made pursuant to this Section 9.2(b)3.1 and the Company shall include such information in the written notice referred to in paragraph (b) above. The right of any holder to registration pursuant to this Section 3.1 shall be conditioned upon such holder’s agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable Securities in the underwriting. If such method of disposition is an underwritten public offering, the Company shall promptly use its best efforts may designate the managing underwriter of such offering. A holder may elect to cause include in such underwriting all such or a part of the Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written requestit holds. (d) Notwithstanding A registration statement filed pursuant to this Section 3.1 may, subject to the forgoingfollowing provisions, if include (i) shares of Common Stock for sale by the Company for its own account, (ii) shares of Common Stock held by officers or directors of the Company, and (iii) shares of Common Stock held by persons (“Other Stockholders”) having “piggyback” registration rights to have such shares of Common Stock included in such registration, in each case for sale in accordance with the method of disposition specified by the requesting holders. If such registration shall be underwritten, the Company, such officers and directors and such Other Stockholders proposing to distribute their shares through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting on terms no less favorable to such officers and directors and such Other Stockholders than the terms afforded the holders of Registrable Securities. If and to the extent that the managing underwriter determines and advises in writing that marketing factors require a limitation on the inclusion number of all Registrable Securities proposed shares to be included in such registration, then the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein held by holders officers or directors (other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing Securities) of the securities proposed to be included in the underwritten public offering, then the number of such Company and shares of Common Stock to be included in such Registration Statement sold by the Company for its own account shall be reducedexcluded from such registration to the extent so required by such managing underwriter, and, unless the holders of such shares and the Company have otherwise agreed in writing, such exclusion shall be applied first to the shares held by the directors and officers to the extent required by the managing underwriter, then to the shares of Common Stock of the Company to be included for its own account to the extent required by the managing underwriter. If the managing underwriter determines that marketing factors require a limitation of the number of Registrable Securities and shares of Common Stock held by Other Stockholders to be registered pursuant to this Section 3.1, then the shares of Common Stock held by Other Stockholders shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, rata based on the number upon their ownership of shares of Common Stock sought to be registered) before any portion of the respective holders proposed to includeRegistrable Securities held by the Investor shall be excluded. The shares of Common Stock that are so No Registrable Securities or any other security excluded from the Registration Statement underwriting by reason of the underwriter’s marketing limitation shall be withheld from included in such registration. If any holder of Registrable Securities, officer or director or Other Stockholder who has requested inclusion in such registration as provided above, disapproves of the market terms of the underwriting, such holder of securities may elect to withdraw therefrom by written notice to the holders thereof for a period, not to exceed 180 days, that Company and the managing underwriter reasonably determines as necessary underwriter. The securities so withdrawn shall also be withdrawn from registration. (e) The Company shall use its best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms; and to that end the Company shall register (whether or not required by law to do so) the Common Stock under the Exchange Act in order to effect accordance with the underwritten public offeringprovisions of that Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form.

Registration. (a) Each time that Prior to the Company proposes for second anniversary of the Distribution, any reason to Register any Holder(s) of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor formsRegistrable Securities (collectively, the Company “Initiating Holder”) shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder have the right to request inclusion that Post file a Registration Statement with the SEC on the appropriate registration form for all or part of any the Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of held by such notice to deliver to the Company Holder, by delivering a written request thereof to Post specifying the number of shares of Registrable Securities such Holder intends wishes to sell register (a “Demand Registration”). Post shall (i) within five days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, (ii) prepare and file the Registration Statement as expeditiously as possible use its reasonable best efforts to prepare and file the Registration Statement as expeditiously as possible but in any event within 45 days of such request, subject to extension by the Holder(s) upon Post’s reasonable request, including the justification thereof, and (iii) use its reasonable best efforts to cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Holder's intended . Post shall include in such Registration all Registrable Securities with respect to which Post receives, within the 10 days immediately following the receipt by the Holder(s) of such notice from Post, a request for inclusion in the registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be registered. The Initiating Holder may request that the Registration Statement be on any appropriate form, including, without limitation, Form S-4 in the case of an exchange offer of the Retained Shares for outstanding securities of the Initiating Holder (an “Exchange Offer”). For purposes of clarification, Post can satisfy its obligation under this Section 2.01(a) to file a Registration Statement by filing a Registration Statement on Form S-4 or a Shelf Registration Statement, as applicable, and can satisfy its obligation to complete a Demand Registration by filing, if applicable, a Prospectus under an effective Registration Statement that covers (i) the Registrable Securities requested by the Holders to be registered in accordance with this Section 2.01(a) and (ii) the plan of dispositiondistribution requested by the participating Holders. (b) The Holder(s) may collectively make a total of three Demand Registration requests pursuant to Section 2.01(a) (including any rights to Demand Registration transferred pursuant to Section 4.08(a). and any rights to Demand Registration made pursuant to any registration rights agreement entered into pursuant to Section 2.05; provided that the Holder(s) may not make more than two Demand Registration requests in any 365-day period. For the avoidance of doubt, if Ralcorp engages in a Private Debt Exchange as contemplated by Section 2.05 with one or more Participating Banks, each request for a Demand Registration made by a Participating Bank in respect of such Private Debt Exchange pursuant to any registration rights agreement entered into by Post pursuant to Section 2.05 shall collectively count as one Demand Registration request hereunder (assuming that the Registrable Securities subject to such Private Debt Exchange are included in a single Prospectus). In addition, and notwithstanding anything to the contrary, Ralcorp and its Subsidiaries shall be permitted on a one-time basis to engage in up to three related Private Debt Exchanges within any six month period during the first year following the date hereof and each Demand Registration request made by the Participating Banks in such Private Debt Exchanges pursuant to its registration rights agreement with Post shall collectively only count as one Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b) (it being understood that, Ralcorp and its Subsidiaries shall be permitted to engage in additional Private Debt Exchanges outside such six month period, but each Demand Registration request by the Participating Banks for such Private Debt Exchange pursuant to its registration rights agreement with Post shall count as an additional Demand Registration request for purposes of the limitation on the number of Demand Registration requests set forth in the first sentence of this Section 2.01(b)). (c) Upon receipt Post shall be deemed to have effected a Registration for purposes of this Section 2.01 if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC, and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been sold and (ii) 60 days from the effective date of the Registration Statement (or from the date the applicable Prospectus is filed with the SEC if Post is satisfying a request for Demand Registration by filing a Prospectus under an effective Shelf Registration Statement) (the “Registration Period”). No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement or dealer manager agreement, if any, entered into in connection with such Registration are not satisfied by reason of a written request pursuant wrongful act, misrepresentation or breach of such applicable underwriting agreement or dealer manager agreement by Post. If during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or the need to Section 9.2(b)update or supplement the Registration Statement, the Company Registration Period shall promptly use its best efforts be extended on a day-for-day basis for any period the Holder is unable to cause all complete an offering as a result of such Registrable Securities to be Registeredstop order, to injunction or other order or requirement of the extent required to permit sale SEC or disposition as set forth in the written requestother governmental agency or court. (d) Notwithstanding A Demand Registration request may not be made for a minimum of 45 calendar days after the forgoingrevocation of an earlier Demand Registration request. (e) With respect to any Registration Statement, or amendment or supplement thereto, whether filed or to be filed pursuant to this Agreement, if Post shall determine in good faith that maintaining the managing underwriter determines effectiveness of such Registration Statement or filing an amendment or supplement thereto (or, if no Registration Statement has yet been filed, to filing such a Registration Statement) would (i) require the public disclosure of material non-public information concerning any transaction or negotiations involving Post or any of its consolidated subsidiaries that would materially interfere with such transaction or negotiations, (ii) require the public disclosure of material non-public information concerning Post at a time when its directors and advises executive officers are restricted from trading in writing that Post’s securities or (iii) otherwise materially interfere with financing plans, acquisition activities or business activities of Post (a “Disadvantageous Condition”), Post may, for the inclusion shortest period reasonably practicable (a “Blackout Period”), and in any event for not more than 60 consecutive days, notify the Holders whose sales of all Registrable Securities proposed are covered (or to be included covered) by such Registration Statement (a “Blackout Notice”) that such Registration Statement is unavailable for use (or will not be filed as requested). Upon the receipt of any such Blackout Notice, the Holders shall forthwith discontinue use of the prospectus contained in any effective Registration Statement; provided, that, if at the time of receipt of such Blackout Notice any Holder shall have sold its Registrable Securities (or have signed a firm commitment underwriting agreement with respect to the purchase of such shares) and the Disadvantageous Condition is not of a nature that would require a post-effective amendment to the Registration Statement, together then Post shall use its commercially reasonable efforts to take such action as to eliminate any restriction imposed by federal securities laws on the timely delivery of such shares. When any Disadvantageous Condition as to which a Blackout Notice has been previously delivered shall cease to exist, Post shall as promptly as reasonably practicable notify the Holders and take such actions in respect of such Registration Statement as are otherwise required by this Agreement. The effectiveness period for any Demand Registration for which Post has exercised a Blackout Period shall be increased by the period of time such Registration Suspension is in effect. Post shall not impose, in any 365-day period, Blackout Periods lasting, in the aggregate, in excess of 90 calendar days. If Post declares a Blackout Period with any other issued and outstanding shares of Common Stock proposed respect to a Demand Registration for a Registration Statement that has not yet been declared effective, (i) the Holders may by notice to Post withdraw the related Demand Registration Request without such Demand Registration request counting against the three Demand Requests permitted to be included therein by holders other than made under Section 2.01 and (ii) the holders Holders will not be responsible for Post’s related Registration Expenses. (f) If the Initiating Holder so indicates at the time of its request pursuant to Section 2.01(a), such offering of Registrable Securities shall be in the form of an Underwritten Offering or an Exchange Offer and Post shall include such information in its written notice to the Holders required under Section 2.01(a). In the event that the Initiating Holder intends to distribute the Registrable Securities by means of an Underwritten Offering or Exchange Offer, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting or Exchange Offer and the inclusion of such Holder’s Registrable Securities in the underwriting or the Exchange Offer to the extent provided herein. The Holders of a majority of the outstanding Registrable Securities being included in any Underwritten Offering or Exchange Offer shall select the underwriter(s) in the case of an Underwritten Offering or the dealer manager(s) in the case of an Exchange Offer; provided, however, that such underwriter(s) or dealer manager(s) must be reasonably acceptable to Post. Post shall be entitled to designate counsel for such underwriter(s) or dealer manager(s) (such other shares hereinafter collectively referred subject to as the "Other Shares"their approval), would interfere with provided that such designated underwriters’ counsel shall be a firm of national reputation representing underwriters or dealer managers in capital markets transactions (g) If the successful marketing managing underwriter or underwriters of the securities a proposed to be Underwritten Offering of Registrable Securities included in a Registration pursuant of this Section 2.01, informs the underwritten public offeringHolders with Registrable Securities in such Registration of such class of Registrable Securities in writing that, then in its or their opinion, the number of such shares of Common Stock securities requested to be included in such Registration Statement exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the Holders shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of have the right to (i) request the number of Registrable Securities and to be included in such Registration be allocated pro rata among the Holders, including the Initiating Holder, to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by the managing underwriter or underwriters; provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining Holders in like manner or (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock notify Post in writing that are so excluded from the Registration Statement shall be withheld from abandoned or withdrawn, in which event Post shall abandon or withdraw such Registration Statement. In the market by event a Holder notifies Post that such Registration Statement shall be abandoned or withdrawn said Holder shall not be deemed to have requested a Demand Registration pursuant to Section 2.01(a) and Post shall not be deemed to have effected a Demand Registration pursuant to Section 2.01(b). If the amount of Registrable Securities to be underwritten has not been so limited, Post and other holders thereof may include shares of Common Stock for a periodits own account (or for the account of other holders) in such Registration if the underwriter(s) so agree and to the extent that, in the opinion of such underwriter(s), the inclusion of such additional amount will not to exceed 180 days, that adversely affect the managing underwriter reasonably determines as necessary offering of the Registrable Securities included in order to effect the underwritten public offeringsuch Registration.

Registration. (a) Each time that The Warrant shall be executed on behalf of the Company proposes by the Chief Executive Officer, Chief Financial Officer, or the General Counsel and Secretary of the Company (each an “Authorized Officer”), either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof. In the event the person whose signature, or facsimile signature, has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. The Warrant shall be countersigned by the Warrant Agent either manually or by facsimile signature, and shall not be valid for any reason to Register any of its securities, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company shall promptly give written notice of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registrationpurpose until so countersigned. (b) The Holder Warrant Agent shall have 10 days from maintain books (the receipt “Warrant Register”), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such notice to deliver denominations and otherwise in accordance with written instructions delivered to the Company a written request specifying Warrant Agent by the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of dispositionCompany. (c) Upon receipt Prior to due presentment for registration or transfer of a written request pursuant to Section 9.2(b)any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant shall promptly use its best efforts to cause be registered upon the Warrant Register (each such person, a “registered holder”), as the absolute owner of such Warrants (notwithstanding any notation of ownership or other writing on the Warrant made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all such Registrable Securities to other purposes, and neither the Company nor the Warrant Agent shall be Registered, affected by any notice to the extent required to permit sale or disposition as set forth in the written requestcontrary. (d) Notwithstanding the forgoingforegoing and anything else herein to the contrary, if the managing underwriter determines and advises Warrants may be issued in writing uncertificated form. (e) The Company shall provide an opinion of counsel dated the date hereof relating to the Rights Offering Warrants in a form reasonably satisfactory to Computershare, including that all Warrants are: registered under the inclusion Securities Act of all Registrable Securities proposed to be included in the Registration Statement1933, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares")amended, would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded or are exempt from such underwritten public offering in a number deemed necessary by such managing underwriterregistration; and validly issued, by excluding equal numbers of (i) the Registrable Securities fully paid and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringnon-assessable.

Registration. (a) Each If at any time that during the Warrant Exercise Term, the Company proposes shall determine to prepare and file with the Commission a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating to an offering for any reason to Register its own account or the account of others under the Securities Act of any of its equity securities, other than pursuant to a Registration Statement registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or similar their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or successor formsbusiness or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each holder of this Warrant (a “Holder”) a written notice of such determination and, if within fifteen (15) days after the date of such notice, any such Holder shall so request in writing, the Company shall promptly include in such registration statement all or any part of such Warrant Shares which such Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such proposed Registration determination to the Holdersuch Holder and, which shall offer the Holder the right to request inclusion of any Registrable Securities thereupon, (A) in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt case of a written request determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4.5 hereof), and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 9.2(b)4(a) for the same period as the delay in registering such other securities. Notwithstanding the foregoing, the Company shall promptly use its best efforts to cause all such Registrable Securities to not be Registered, to the extent required to permit sale register any Warrant Shares pursuant to this Section 4(a) that are eligible for resale pursuant to Rule 144(b) promulgated under the Securities Act or disposition as set forth that are the subject of a then effective registration statement. For the purpose of the foregoing, inclusion of the Warrant Shares by the Holder in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing a registration statement under a condition that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number offer and/or sale of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in Warrant Shares not commence until a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, date not to exceed 180 days, that 90 days from the managing underwriter reasonably determines as necessary effective date of such registration statement shall be deemed to be in order to effect the underwritten public offeringcompliance with this sub-paragraph.

Registration. LifeQuest shall be obligated to the Stockholders as follows: (a) Each If, at any time that between one year following the Company Closing Date and two years following the Closing Date, LifeQuest proposes for any reason to Register register any of its securitiesthe LifeQuest Stock (whether unissued, other than pursuant yet to a Registration Statement on Form S-4 be authorized or Form S-8 or similar or successor formsheld by any person) under the Securities Act, it shall, at least 30 days prior to the Company shall promptly filing under the Securities Act of the registration statement relating thereto, give written notice to the Stockholders of its intention to do so, and, upon the written request of the Stockholders given within 10 days after the giving of any such notice (which request shall state the proposed method of distribution), LifeQuest shall include or cause to be included in any such registration statement the Stock Merger Consideration; provided, however, that LifeQuest may at any time withdraw or cease proceeding with any such registration if it shall at the time withdraw or cease proceeding with the registration of such LifeQuest Stock originally proposed Registration to be registered; and provided further, that if the Holderregistration proposed by LifeQuest relates to an underwritten offering, which the Stockholders shall offer the Holder the not have any right to request inclusion of sell the Stock Merger Consideration in any Registrable Securities manner or through any underwriter other than in the proposed Registrationmanner and through the managing underwriter or underwriters being used by LifeQuest. (b) The Holder shall have 10 days from Notwithstanding any other provision of Section 13.5(a), if a registration pursuant to Section 13.5(a) involves a firm commitment, underwritten offering of the receipt securities so being registered and if the managing underwriter of such notice to deliver to offering informs LifeQuest and the Company Stockholders by letter of its belief that marketing factors require a written request specifying limitation of the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registeredunderwritten, to LifeQuest may limit the extent required to permit sale or disposition as set forth in amount of the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed Stock Merger Consideration to be included in the Registration Statement, together with any other issued registration and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (underwriting; provided that no such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of reduction shall reduce the securities proposed to be included in the underwritten public offering, then the number of such being offered by LifeQuest for its own account; and provided that those shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that which are so excluded from the Registration Statement underwritten offering shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that which the managing underwriter reasonably determines as necessary in order to effect the underwritten public offering. (c) In addition to any registration statement pursuant to subparagraph (a) above, during the one-year period beginning on one year following the Closing Date and ending two years following the Closing Date, the Company will, if it is a registrant entitled to use Form S-3, to register the Stock Merger Consideration, as soon as practicable, after written request (the "Request") by Stockholders holding at least 600,000 shares of the Stock Merger Consideration which cannot then be sold pursuant to Rule 144 under the Securities Act, use its best efforts to file a registration statement on Form S-3 (or any successor to Form S-3) with the Commission and such applications or other filings as required under applicable state securities or blue sky laws sufficient to permit the public offering of the Stock Merger Consideration, and shall use its best efforts to cause such Stock Merger Consideration to be registered for the offering on such Form; provided, however, that the Company shall only be obligated to file one such registration statement on Form S-3 under this Section 13.5(c). Notwithstanding the foregoing, the Company shall not be obligated to effect a registration pursuant to this Section 13.5(c): (i) in any particular jurisdiction in which LifeQuest would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless LifeQuest is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) if LifeQuest, within ten (10) days of the receipt of the Request gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request; (iii) during the period starting with the date thirty (30) days prior to LifeQuest's good faith estimated date of filing of, and ending on the date six (6) months immediately following the effective date of any registration statement pertaining to securities of LifeQuest, provided that LifeQuest is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) if LifeQuest shall furnish to Stockholders a certificate signed by the President of LifeQuest stating that in the good faith judgment of the Board of Directors the filing of a registration statement would require the disclosure of material information that LifeQuest has a bona fide business purpose for preserving as confidential and that is not then otherwise required to be disclosed, then LifeQuest's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days from the receipt of the request to file such registration by such

Registration. A. If at any time after the date hereof Compu-▇▇▇▇ shall file with the Securities and Exchange Commission (athe "SEC") Each time that a registration statement (a "Piggy-back Registration Statement") under the Company proposes Securities Act relating to an offering for any reason to Register its own account or the account of others under the Securities Act of any of its securities, equity securities (other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or successor formsbusiness or equity securities issuable in connection with stock option or other employee benefit plans), Compu-▇▇▇▇ shall send to the Company shall promptly give Subscribers written notice of such proposed Registration to determination and, if within fifteen (15) days after the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt date of such notice notice, any Subscriber shall so request in writing, Compu-▇▇▇▇ shall include in such Piggy-Back Registration Statement all or any part of the Common Shares and/or Warrant Shares (collectively the "Registrable Securities") such Subscriber requests to deliver to be registered, except that if, in connection with any underwritten public offering, the Company managing underwriter(s) thereof shall impose a written request specifying limitation on the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to which may be included in the Piggy-Back Registration Statement (the "Underwriter Cutback") because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then Compu-▇▇▇▇ shall be obligated to include in such Piggy-Back Registration Statement only such limited portion of the as the underwriter shall permit (limited to zero if necessary). B. The provisions of Section 5.1(a)(i)(a) notwithstanding, if Compu- ▇▇▇▇ has not previously filed one or more Piggy-back Registration Statements covering the resale of all of the Registrable Securities then, if (I) Compu-▇▇▇▇ receives a request from Subscribers who are holders of at least 100,000 Registrable Securities, or (II) if all the Subscribers hold in the aggregate less than 199,999 Registrable Securities, Compu-▇▇▇▇ receives a request from Subscribers who are holders of a majority of the Registrable Securities, Compu-▇▇▇▇ shall on no more than two (2) occassions in each calendar year, commencing on May 15, 2000, prepare and file with the SEC a registration statement (a "Mandatory Registration Statement, together " and singly and collectively with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively Piggyback Registration Statement(s) sometimes referred to as the "Other SharesRegistration Statement")) covering the resale of the Registrable Securities. The Company may register the resale of any other of its securities on any such Mandatory Registration Statement. The Company shall use reasonable best efforts to cause the Mandatory Registration Statement to become effective as soon as is practicable after the filing thereof, would interfere with but in no event later than the successful marketing one hundredth and twentieth (120th) day following the date of the filing thereof, provided however, that in no event shall Compu-▇▇▇▇ be required to file a Mandatory Registration Statement if it is undertaking an underwritten public offering which has not closed, and in such case, the date that Compu-▇▇▇▇ is required to file the Mandatory Registration Statement hereunder shall be extended until the thirtieth (30th) day after the underwritten offering is closed and the distribution of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering is complete. C. If an offering in a number deemed necessary connection with which an Subscriber is entitled to registration under this Section 5.1(a)(i) is an underwritten offering, then such Subscriber shall, unless otherwise agreed by Compu-▇▇▇▇, offer and sell such managing underwriter, by excluding equal numbers of (i) the Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of the Subscription and (ii) Registration Rights Agreement relating to the Other Shares proposed to be registeredapplicable Subscriber, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines same terms and conditions as necessary other like securities included in order to effect the such underwritten public offering.

Registration. (a) Each If, at any time that after Flowers, Flowers or the Company proposes (for any reason purposes of this Section 10, the "Issuer") has completed an IPO, the Issuer determines to Register register any of its securitiessecurities for its own account under the 1933 Act, (other than pursuant to a Registration Statement registration on Form form S-4 or Form S-8 or similar or any successor formsform) in connection with the public offering of such securities, the Company shall Issuer shall, at each such time, promptly give each Stockholder and its transferees who then holds Registrable Securities written notice of such proposed Registration determination. Subject to Section 9, upon the Holder, which shall offer written request of a Stockholder and/or its transferees received by the Holder Issuer within thirty (30) days after the right to request inclusion giving of any such notice by the Issuer, the Issuer shall use its best efforts to cause to be registered under the 1933 Act all of the Registrable Securities that have been requested to be registered. If the total amount of Registrable Securities that are to be included by the Issuer for its own account and at the request of holders thereof exceeds the amount of securities that the managing underwriter of the offering believes compatible with the success of the offering, then the Issuer will include in such registration only the number of securities which in the proposed Registrationopinion of the managing underwriter can be sold, in the following order: (i) first, the securities of the Company; (ii) then the Registrable Securities requested to be included by any stockholder of the Issuer which has exercised a demand registration right in connection with such offering; and (iii) then the Registrable Securities requested to be included by all other Stockholders and their transferees and any other Person exercising piggyback registration rights with respect to such Offering pro rata based on the number of Registrable Securities owned by each of them which each of them requested be included in such registration or in such different proportion as all such Persons shall agree upon. (b) The Holder Issuer shall have 10 days retain the right to withdraw its registration statement from the receipt of such notice to deliver filing prior to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)effective date thereof, the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than which event the holders of Registrable Securities (such other shares hereinafter collectively referred who have elected to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the have their Registrable Securities and (ii) the Other Shares proposed included therein shall have no further rights to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed register their Registrable Securities under such registration statement pursuant to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringthis Section 10.1.

Registration. (a) Each The Company and the holders of the Shares agree that if at any time that after the date hereof the Company proposes for any reason shall propose to Register file a registration statement with respect to any of its securitiesCommon Stock on a form suitable for a secondary offering, other than pursuant it will give notice in writing to such effect to the registered holder(s) of the Shares at least thirty (30) days prior to such filing, and, at the written request of any such registered holder, made within ten (10) days after the receipt of such notice, will include therein at the Company's cost and expense (including the fees and expenses of a Registration Statement on Form S-4 or Form S-8 or similar or successor formssingle law firm serving as counsel to such holder(s), but excluding underwriting discounts, commissions and filing fees attributable to the Shares included therein) such of the Shares as such holder(s) shall request; provided, however, that if the offering being registered by the Company is underwritten and if the representative of the underwriters certifies in writing that the inclusion therein of the Shares would materially and adversely affect the sale of the securities to be sold by the Company thereunder, then the Company shall promptly give written notice be required to include in the offering only that number of such proposed Registration securities, including the Shares, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among all selling shareholders according to the Holdertotal amount of securities entitled to be included therein owned by each selling shareholder, which but in no event shall offer the Holder the right to request inclusion total amount of any Registrable Securities Shares included in the proposed Registrationoffering be less than the number of securities included in the offering by any other single selling shareholder unless all of the Shares are included in the offering). (b) The Holder shall have 10 days from the receipt of such notice to deliver to Whenever the Company a written request specifying undertakes to effect the number registration of shares any of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)Shares, the Company shall promptly shall, as expeditiously as reasonably possible: (i) Prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement covering such Shares and use its best efforts to cause such registration statement to be declared effective by the Commission as expeditiously as possible and to keep such registration effective until the earlier of (A) the date when all Shares covered by the registration statement have been sold or (B) two hundred seventy (270) days from the effective date of the registration statement; provided, that before filing a registration statement or prospectus or any amendment or supplements thereto, the Company will furnish to each Holder of Shares covered by such registration statement and the underwriters, if any, copies of all such Registrable Securities documents proposed to be Registeredfiled (excluding exhibits, unless any such person shall specifically request exhibits), which documents will be subject to the review of such Holders and underwriters, and the Company will not file such registration statement or any amendment thereto or any prospectus or any supplement thereto (including any documents incorporated by reference therein) with the Commission if (A) the underwriters, if any, shall reasonably objet to such filing or (B) information in such registration statement or prospectus concerning a particular selling Holder has changed and such Holder or the underwriters, if any, shall reasonably object. (ii) Prepare and file with the Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement effective during the period referred to in Section 10(b)(i) and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement, and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed with the Commission pursuant to Rule 424 under the Securities Act. (iii) Furnish to the selling Holder(s) such numbers of copies of such registration statement, each amendment thereto, the prospectus included in such registration statement (including each preliminary prospectus), each supplement thereto and such other documents as they may reasonably request in order to facilitate the disposition of the Shares owned by them. (iv) Use its best efforts to register and qualify under such other securities laws of such jurisdictions as shall be reasonably requested by any selling Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable such selling Holder to consummate the disposition of the Shares owned by such Holder, in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to transact business or to file a general consent to service of process in any such states or jurisdictions. (v) Promptly notify each selling Holder of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, at the request of any such Holder, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading. (vi) Provide a transfer agent and registrar for all such Shares not later than the effective date of such registration statement. (vii) Enter into such customary agreements (including underwriting agreements in customary form for a primary offering) and take all such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Shares (including, without limitation, effecting a stock split or a combination of shares). (viii) Make available for inspection by any selling Holder or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such selling Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the officers, directors, employees and independent accountants of the Company to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. (ix) Promptly notify the selling Holder(s) and the underwriters, if any, of the following events and (if requested by any such person) confirm such notification in writing: (A) the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment thereto and, with respect to the registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such documents, (B) any requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information, (C) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threat of initiation of any proceeding for such purposes. (x) Make every reasonable effort to prevent the entry of any order suspending the effectiveness of the registration statement and obtain at the earliest possible moment the withdrawal of any such order, if entered. (xi) Cooperate with the selling Holder(s) and the underwriters, if any, to facilitate the extent required timely preparation and delivery of certificates representing the Shares to permit sale or disposition be sold and not bearing any restrictive legends, and enable such Shares to be in such lots and registered in such names as set forth the underwriters may request at least two (2) business days prior to any delivery of the Shares to the underwriters. (xii) Provide a CUSIP number for all the Shares not later than the effective date of the registration statement. (xiii) Prior to the effectiveness of the registration statement and any post-effective amendment thereto and at each closing of an underwritten offering, (A) make such representations and warranties to the selling Holder(s) and the underwriters, if any, with respect to the Shares and the registration statement as are customarily made by issuers in primary underwritten offerings; (B) use its best efforts to obtain "cold comfort" letters and updates thereof from the Company's independent certified public accountants addressed to the selling Holders and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters by underwriters in connection with primary underwritten offerings; (C) delivery such documents and certificates as may be reasonably requested (1) by the holders of a majority of the Shares being sold, and (2) by the underwriters, if any, to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company; and (D) obtain opinions of counsel to the Company and updates thereof (which counsel and which opinions shall be reasonably satisfactory to the underwriters, if any), covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the selling Holders and underwriters or their counsel. Such counsel shall also state that no facts have come to the attention of such counsel which cause them to believe that such registration statement, the prospectus contained therein, or any amendment or supplement thereto, as of their respective effective or issue dates, contains any untrue statement of any material fact or omits to state any material fact necessary to make the statements therein not misleading (except that no statement need be made with respect to any financial statements, notes thereto or other financial data or other expertized material contained therein). If for any reason the Company's counsel is unable to give such opinion, the company shall so notify the Holders of the Shares and shall use its best efforts to remove expeditiously all impediments to the rendering of such opinion. (xiv) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commissions, and make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any twelve-month period (or ninety (90) days, if such period is a fiscal year) (A) commencing at the end of any fiscal quarter in which the Shares are sold to underwriters in a firm or best efforts underwritten offering, or (B) if not sold to underwriters in such an offering, beginning with the first month of the first fiscal quarter of the Company commencing after the effective date of the registration statement, which statements shall cover such twelve-month periods. (c) After the date hereof, the Company shall not grant to any holder of securities of the Company any registration rights which have a priority greater than or equal to those granted to Holders pursuant to this Warrant without the prior written requestconsent of the Holder(s). (d) Notwithstanding The Company's obligations under Section 10(a) above with respect to each holder of Shares are expressly conditioned upon such holder's furnishing to the forgoing, if the managing underwriter determines and advises Company in writing that such information concerning such holder and the terms of such holder's proposed offering as the Company shall reasonably request for inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with registration statement. If any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing registration statement including any of the securities proposed to be included in the underwritten public offeringShares if filed, then the number Company shall indemnify each holder thereof (and each underwriter for such holder and each person, if any, who controls such underwriter within the meaning of the Securities Act) from any loss, claim, damage or liability arising out of, based upon or in any way relating to any untrue statement of a material fact contained in such shares of Common Stock registration statement or any omission to state therein a material fact required to be included stated therein or necessary to make the statements therein not misleading, except for any such statement or omission based on information furnished in writing by such Registration Statement holder of the Shares expressly for use in connection with such registration statement; and such holder shall indemnify the Company (and each of its officers and directors who has signed such registration statement, each director, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter for the Company and each person, if any, who controls such underwriter within the meaning of the Securities Act) and each other such holder against any loss, claim, damage or liability arising from any such statement or omission which was made in reliance upon information furnished in writing to the Company by such holder of the Shares expressly for use in connection with such registration statement. (e) For purposes of this Section 10, all of the Shares shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringissued and outstanding.

Registration. (a) Each If the Corporation at any time that the Company proposes for to register any reason to Register any of its securities, other than securities pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor formsSecurities Registration, the Company it shall promptly each time give written notice of such the proposed Securities Registration (the "Corporation's Notice"), at its expense, to each of the Stockholders and to all other holders of securities of the Corporation who have the contractual right to include all or any portion of their shares in the registration on a "piggyback" basis (the "Other Holders") at least 15 days prior to the Holder, which shall offer filing of a Registration Statement with respect to the Holder Securities Registration with the right to Commission. Upon written request inclusion of any Registrable Securities in of the proposed Registration. Stockholders (beach, a "Stockholder's Notice") The or Other Holder shall have 10 (a "Holder's Notice") given within 15 days from the after receipt of such notice to deliver to the Company a written request specifying Corporation's Notice, stating the number of shares of Registrable Stock to be disposed of by the Stockholder delivering the Stockholder's Notice, or the number of shares of Securities such to be disposed of by the Other Holder intends to sell and delivering the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)Notice, the Company Corporation shall promptly use its best efforts to cause all such shares of Registrable Stock specified in each Stockholder's Notice, or shares of Securities specified in each Holder's Notice, to be Registered, to registered under the extent required Securities Act so as to permit the sale or other disposition (in accordance with the intended methods as set forth in the written request. (dCorporation's Notice) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed shares, subject, however, to be included the limitations set forth in the underwritten public offeringSection 3 of this Agreement; provided, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 dayshowever, that the Corporation shall have the right in its sole and absolute discretion to elect not to file, postpone or withdraw any registration effected pursuant to this Section 2 without obligation to the Stockholders or Other Holders except as provided in this Section 2; and provided, further, that the Stockholders' and Other Holders' rights to include all or any portion of their shares in an underwritten offering shall be subject to the right of the managing underwriter reasonably determines underwriters in the offering to exclude such shares as necessary provided in order to effect the underwritten public offeringSection 3 of this Agreement.

Registration. (a) Each The Company and the holders of the Shares agree that if at any time that after the date hereof the Company proposes for any reason shall propose to Register file a registration statement with respect to the underwritten issuance and sale by the Company of any of its securitiesCommon Stock on a form suitable for a secondary offering, other than pursuant it will give notice in writing to a Registration Statement on Form S-4 or Form S-8 or similar or successor formssuch effect to the registered holder(s) of the Shares at least thirty (30) days prior to such filing, and, at the written request of any such registered holder, made within five (5) business after the receipt of such notice, will include therein at the Company's cost and expense (including the fees and expenses of counsel to such holder(s), but excluding underwriting discounts, commissions and filing fees attributable to the Shares included therein) such of the Shares as such holder(s) shall request; provided, however, that if the offering being registered by the Company is underwritten and if the representative of the underwriters certifies in writing that the inclusion therein of the Shares would materially and adversely affect the sale of the securities to be sold by the Company thereunder, then the Company shall promptly give written notice be required to include in the offering only that number of such proposed Registration securities, including the Shares, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among all selling shareholders according to the Holdertotal amount of securities entitled to be included therein owned by each selling shareholder, which but in no event shall offer the Holder the right to request inclusion total number of any Registrable Securities Shares included in the proposed Registrationoffering be less than the number of securities included in the offering by any other single selling shareholder). (b) The Holder shall have 10 days from the receipt of such notice to deliver to Whenever the Company a written request specifying undertakes to effect the number registration of shares any of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)Shares, the Company shall promptly shall, as expeditiously as reasonably possible: (i) Prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement covering such Shares and use its best efforts to cause such registration statement to be declared effective by the Commission as expeditiously as possible and to keep such registration effective until the earlier of (A) the date when all Shares covered by the registration statement have been sold or (B) two hundred seventy (270) days from the effective date of the registration statement; provided, that before filing a registration statement or prospectus or any amendment or supplements thereto, the Company will furnish to each Holder of Shares covered by such registration statement and the underwriters, if any, copies of all such Registrable Securities documents proposed to be Registeredfiled (excluding exhibits, unless any such person shall specifically request exhibits), which documents will be subject to the review of such Holders and underwriters, and the Company will not file such registration statement or any amendment thereto or any prospectus or any supplement thereto (including any documents incorporated by reference therein) with the Commission if (A) the underwriters, if any, shall reasonably object to such filing or (B) if information in such registration statement or prospectus concerning a particular selling Holder has changed and such Holder or the underwriters, if any, shall reasonably object. (ii) Prepare and file with the Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement effective during the period referred to in Section 11(b)(i) and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement, and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed with the Commission pursuant to Rule 424 under the Securities Act. (iii) Furnish to the selling Holder(s) such numbers of copies of such registration statement, each amendment thereto, the prospectus included in such registration statement (including each preliminary prospectus), each supplement thereto and such other documents as they may reasonably request in order to facilitate the disposition of the Shares owned by them. (iv) Use its best efforts to register and qualify under such other securities laws of such jurisdictions as shall be reasonably requested by any selling Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable such selling Holder to consummate the disposition of the Shares owned by such Holder, in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to transact business or to file a general consent to service of process in any such states or jurisdictions. (v) Promptly notify each selling Holder of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, at the request of any such Holder, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading and the Holder(s) shall suspend trading at the request of the Company if upon advice of counsel to the Company, such suspension is advisable. (vi) Provide a transfer agent and registrar for all such Shares not later than the effective date of such registration statement. (vii) Enter into such customary agreements (including underwriting agreements in customary form for a primary offering) and take all such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Shares (including, without limitation, effecting a stock split or a combination of shares). (viii) Make available for inspection by any selling Holder or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such selling Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the officers, directors, employees and independent accountants of the Company to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. (ix) Promptly notify the selling Holder(s) and the underwriters, if any, of the following events and (if requested by any such person) confirm such notification in writing: (A) the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment thereto and, with respect to the registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such documents, (B) any requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information, (C) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose, and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threat of initiation of any proceeding for such purposes and the Holder(s) shall suspend trading at the request of the Company if upon the advice of counsel to the Company, such suspension is advisable. (x) Make every reasonable effort to prevent the entry of any order suspending the effectiveness of the registration statement and obtain at the earliest possible moment the withdrawal of any such order, if entered. (xi) Cooperate with the selling Holder(s) and the underwriters, if any, to facilitate the extent timely preparation and delivery of certificates representing the Shares to be sold and not bearing any restrictive legends, and enable such Shares to be in such lots and registered in such names as the underwriters may request at least two (2) business days prior to any delivery of the Shares to the underwriters. (xii) Provide a CUSIP number for all the Shares not later than the effective date of the registration statement. (xiii) [INTENTIONALLY OMITTED] (xiv) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any twelve-month period (or ninety (90) days, if such period is a fiscal year) (A) commencing at the end of any fiscal quarter in which the Shares are sold to underwriters in a firm or best efforts underwritten offering, or (B) if not sold to underwriters in such an offering, beginning with the first month of the first fiscal quarter of the Company commencing after the effective date of the registration statement, which statements shall cover such twelve-month periods. (c) The Company's obligations under Section 11(a) above with respect to each holder of Shares are expressly conditioned upon such holder's furnishing to the Company in writing such information concerning such holder and the terms of such holder's proposed offering as the Company shall reasonably request for inclusion in the registration statement. If any registration statement including any of the Shares is filed, then the Company shall indemnify each holder thereof (and each underwriter for such holder and each person, if any, who controls such underwriter within the meaning of the Securities Act) from any loss, claim, damage or liability arising out of, based upon or in any way relating to any untrue statement of a material fact contained in such registration statement or any omission to state therein a material fact required to permit sale be stated therein or disposition as set forth necessary to make the statements therein not misleading, except for any such statement or omission based on information furnished in writing by such holder of the written requestShares expressly for use in connection with such registration statement; and such holder shall indemnify the Company (and each of its officers and directors who has signed such registration statement, each director, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter for the Company and each person, if any, who controls such underwriter within the meaning of the Securities Act) and each other such holder against any loss, claim, damage or liability arising from any such statement or omission which was made in reliance upon information furnished in writing to the Company by such holder of the Shares expressly for use in connection with such registration statement. (d) Notwithstanding For purposes of this Section 11, all of the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed Shares shall be deemed to be included in the Registration Statement, together with any other issued and outstanding shares outstanding. (e) The rights contained in this Section 11 shall expire as to any holder of Common Stock proposed Shares that is able to be included therein by holders other than sell Shares pursuant to Rule 144 under the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringAct.

Registration. (a) Each time that If the Company at any time (i) proposes for any reason to Register register any of its securitiessecurities under the Act for sale to the public, whether for its own account or for the account of other than security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), or (ii) is requested or required to register any such securities pursuant to a Registration Statement on Form S-4 Section 4 or Form S-8 or similar or successor formsSection 6 of the Rights Agreement each such time it will give written notice to the Holder(s) of its intention so to do. Upon the written request of any such Holder, received by the Company within thirty (30) days after the giving of any such notice by the Company, to register any of its Restricted Stock, the Company will use commercially reasonable to cause the Restricted Stock as to which registration shall promptly give written notice have been so requested to be included in the securities to be covered by the registration statement proposed or required to be filed by the Company, all to the extent requisite to permit the sale or other disposition by such Holder of such proposed Registration Restricted Stock so registered. In the event that any registration pursuant to the Holderthis Section 9(b) shall be, which shall offer the Holder the right to request inclusion in whole or in part, an underwritten public offering of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying Common Stock, the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Restricted Stock to be included in such Registration Statement an underwriting may be reduced (pro rata among the selling Holders and all other holder of shares requested to be included in such underwriting by parties having been granted registration rights by the Company, based upon the number of shares to be included in such underwriting owned by such parties) if and to the extent that the managing underwriter shall be reduced, of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided that such number of shares sought to be included by the selling Holders and shares such holder of Common Stock any Other Warrant shall be excluded from such underwritten public offering reduced in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on their entirety before the number of shares of Common Stock the respective holders proposed Company securities sought to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market registered by the parties to the Rights Agreement is reduced. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 9 without thereby incurring any liability to the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringof Restricted Stock.

Registration. (a) Each At any time that after the consummation of the Initial Public Offering, in the event of any registered public offering of the Common Stock of the Company, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for any reason to Register any of its securities, own account (other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or any successor formsthereto), then the Company shall promptly give written notice of such proposed filing to each of the Designated Holders at least 20 days before the anticipated filing date, and such notice shall describe the proposed registration and distribution and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such holder may request (an "Incidental Registration"). The Company shall use its reasonable commercial efforts (within 10 days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Company Underwriter") to permit each of the Designated Holders who have requested in writing to participate in the Incidental Registration to include its or his Registrable Securities in such offering on the Holdersame terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, which the Company shall offer the Holder the right not be required to request inclusion of include any Registrable Securities in such underwritten offering unless the proposed Registration. (b) The Holder shall holders thereof accept the terms of the underwritten offering as agreed upon between the Company and the Company Underwriter, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter determines that the registration of all or part of the Registrable Securities which the Designated Holders have 10 days from requested to be included would materially adversely affect the receipt success of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)offering, then the Company shall promptly use its best efforts be required to cause include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, FIRST, all such of the securities to be offered for the account of the Company; SECOND, the Registrable Securities to be Registeredoffered for the account of the Designated Holders pursuant to this Section 4, to pro rata based on the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders number of Registrable Securities (owned by each such Designated Holder; and THIRD, any other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock requested to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offering.

Registration. The holder of this Warrant shall have the right to include all of the Warrant Shares (athe "Registrable Securities") Each time that as part of any registration of securities filed by the Company proposes for any reason to Register any of its securities, (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to a Registration Statement on Form Forms S-4 or Form S-8 S-8) and must be notified in writing of such filing. The holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include holder's Registrable Securities as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or similar or successor formsin part, the Company shall promptly give written notice may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities other-wise being sold through the underwriters. If in the good faith judgment of the underwriter of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company offering only a written request specifying the limited number of shares of Registrable Securities should be included in such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)offering, or no such shares should be included, the Company shall promptly use its best efforts to cause all holder of such Registrable Securities Securities, and any other selling stockholders, shall be reduced, such reduction to be Registered, to the extent required to permit sale or disposition as set forth in the written request. applied by excluding (don a pro rata basis) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in sold by the Registration Statement, together with any other issued holder of this Warrant and outstanding shares of Common Stock proposed to be included therein sold by holders all other than the holders of persons. Those Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be which are not included in an underwritten offering pursuant to the underwritten public offering, then the number foregoing provisions of such shares of Common Stock to be included in such Registration Statement shall be reduced, this Section (and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the all other Registrable Securities and (iiheld by the selling stockholders) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders Holders thereof for a period, not to exceed 180 ninety (90) days, that which the managing underwriter may reasonably determines as determine-nine is necessary in order to effect such underwritten offering, and the underwritten public offeringHolder shall sign any agreement to this effect requested by such underwriter. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement without incurring any liability to the holders of Registrable Securities.

Registration. (a) Each The Company and the holders of the Shares agree that if at any time that after the date hereof the Company proposes for any reason shall propose to Register file a registration statement with respect to any of its securitiesCommon Stock on a form suitable for a secondary offering, other than pursuant it will give notice in writing to a Registration Statement on Form S-4 or Form S-8 or similar or successor formssuch effect to the registered holder(s) of the Shares at least thirty (30) days prior to such filing, and, at the written request of any such registered holder, made within ten (10) days after the receipt of such notice, will include therein at the Company's cost and expense (including the fees and expenses of counsel to such holder(s), but excluding underwriting discounts, commissions and filing fees attributable to the Shares included therein) such of the Shares as such holder(s) shall request; provided, however, that if the offering being registered by the Company is underwritten and if the representative of the underwriters certifies in writing that the inclusion therein of the Shares would materially and adversely affect the sale of the securities to be sold by the Company thereunder, then the Company shall promptly give written notice be required to include in the offering only that number of such proposed Registration securities, including the Shares, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among all selling shareholders according to the Holdertotal amount of securities entitled to be included therein owned by each selling shareholder, which but in no event shall offer the Holder the right to request inclusion total number of any Registrable Securities Shares included in the proposed Registrationoffering be less than the number of securities included in the offering by any other single selling shareholder). (b) The Holder shall have 10 days from Whenever required under this Agreement to use its best efforts to effect the receipt registration of such notice to deliver to any of the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)Shares, the Company shall promptly shall, as expeditiously as reasonably possible: (i) Prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement covering such Shares and use its best efforts to cause such registration statement to be declared effective by the Commission as expeditiously as possible and to keep such registration effective until the earlier of (A) the date when all Shares covered by the registration statement have been sold or (B) two hundred seventy (270) days from the effective date of the registration statement; provided, that before filing a registration statement or prospectus or any amendment or supplements thereto, the Company will furnish to each Holder of Shares covered by such registration statement and the underwriters, if any, copies of all such Registrable Securities documents proposed to be Registeredfiled (excluding exhibits, unless any such person shall specifically request exhibits), which documents will be subject to the review of such Holders and underwriters, and the Company will not file such registration statement or any amendment thereto or any prospectus or any supplement thereto (including any documents incorporated by reference therein) with the Commission if (A) the underwriters, if any, shall reasonably object to such filing or (B) if information in such registration statement or prospectus concerning a particular selling Holder has changed and such Holder or the underwriters, if any, shall reasonably object. (ii) Prepare and file with the Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement effective during the period referred to in Section 10(b) (i) and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement, and cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed with the Commission pursuant to Rule 424 under the Securities Act. (iii) Furnish to the selling Holder(s) such numbers of copies of such registration statement, each amendment thereto, the prospectus included in such registration statement (including each preliminary prospectus), each supplement thereto and such other documents as they may reasonably request in order to facilitate the disposition of the Shares owned by them. (iv) Use its best efforts to register and qualify under such other securities laws of such jurisdictions as shall be reasonably requested by any selling Holder and do any and all other acts and things which may be reasonably necessary or advisable to enable such selling Holder to consummate the disposition of the Shares owned by such Holder, in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to transact business or to file a general consent to service of process in any such states or jurisdictions. (v) Promptly notify each selling Holder of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, at the request of any such Holder, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading. (vi) Provide a transfer agent and registrar for all such Shares not later than the effective date of such registration statement. (vii) Enter into such customary agreements (including underwriting agreements in customary form for a primary offering) and take all such other actions as the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Shares (including, without limitation, effecting a stock split or a combination of shares) (viii) Make available for inspection by any selling Holder or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such selling Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the officers, directors, employees and independent accountants of the Company to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement. (ix) Promptly notify the selling Holder(s) and the underwriters, if any, of the following events and (if requested by any such person) confirm such notification in writing: (A) the filing of the prospectus or any prospectus supplement and the registration statement and any amendment or post-effective amendment thereto and, with respect to the registration statement or any post-effective amendment thereto, the declaration of the effectiveness of such documents, (B) any requests by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information, (C) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose, and (D) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threat of initiation of any proceeding for such purposes. (x) Make every reasonable effort to prevent the entry of any order suspending the effectiveness of the registration statement and obtain at the earliest possible moment the withdrawal of any such order, if entered. (xi) Cooperate with the selling Holder(s) and the underwriters, if any, to facilitate the extent required timely preparation and delivery of certificates representing the Shares to permit sale or disposition be sold and not bearing any restrictive legends, and enable such Shares to be in such lots and registered in such names as set forth the underwriters may request at least two (2) business days prior to any delivery of the Shares to the underwriters. (xii) Provide a CUSIP number for all the Shares not later than the effective date of the registration statement. (xiii) Prior to the effectiveness of the registration statement and any post-effective amendment thereto and at each closing of an underwritten offering, (A) make such representations and warranties to the selling Holder(s) and the underwriters, if any, with respect to the Shares and the registration statement as are customarily made by issuers in primary underwritten offerings; (B) use its best efforts to obtain "cold comfort" letters and updates thereof from the Company's independent certified public accountants addressed to the selling Holders and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters by underwriters in connection with primary underwritten offerings; (C) deliver such documents and certificates as may be reasonably requested (1) by the holders of a majority of the Shares being sold, and (2) by the underwriters, if any, to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company; and (D) obtain opinions of counsel to the Company and updates thereof (which counsel and which opinions shall be reasonably satisfactory to the underwriters, if any), covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the selling Holders and underwriters or their counsel. Such counsel shall also state that no facts have come to the attention of such counsel which cause them to believe that such registration statement, the prospectus contained therein, or any amendment or supplement thereto, as of their respective effective or issue dates, contains any untrue statement of any material fact or omits to state any material fact necessary to make the statements therein not misleading (except that no statement need be made with respect to any financial statements, notes thereto or other financial data or other expertized material contained therein) . If for any reason the Company's counsel is unable to give such opinion, the Company shall so notify the Holders of the Shares and shall use its best efforts to remove expeditiously all impediments to the rendering of such opinion. (xiv) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than forty-five (45) days after the end of any twelve-month period (or ninety (90) days, if such period is a fiscal year) (A) commencing at the end of any fiscal quarter in which the Shares are sold to underwriters in a firm or best efforts underwritten offering, or (B) if not sold to underwriters in such an offering, beginning with the first month of the first fiscal quarter of the Company commencing after the effective date of the registration statement, which statements shall cover such twelve-month periods. (c) After the date hereof, the Company shall not grant to any holder of securities of the Company any registration rights which have a priority greater than or equal to those granted to Holders pursuant to this Warrant without the prior written requestconsent of the Holder(s). (d) Notwithstanding The Company's obligations under Section 10(a) above with respect to each holder of Shares are expressly conditioned upon such holder's furnishing to the forgoing, if the managing underwriter determines and advises Company in writing that such information concerning such holder and the terms of such holder's proposed offering as the Company shall reasonably request for inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with registration statement. If any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing registration statement including any of the securities proposed to be included in the underwritten public offeringShares is filed, then the number Company shall indemnify each holder thereof (and each underwriter for such holder and each person, if any, who controls such underwriter within the meaning of the Securities Act) from any loss, claim, damage or liability arising out of, based upon or in any way relating to any untrue statement of a material fact contained in such shares of Common Stock registration statement or any omission to state therein a material fact required to be included stated therein or necessary to make the statements therein not misleading, except for any such statement or omission based on information furnished in writing by such Registration Statement holder of the Shares expressly for use in connection with such registration statement; and such holder shall indemnify the Company (and each of its officers and directors who has signed such registration statement, each director, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter for the Company and each person, if any, who controls such underwriter within the meaning of the Securities Act) and each other such holder against any loss, claim, damage or liability arising from any such statement or omission which was made in reliance upon information furnished in writing to the Company by such holder of the Shares expressly for use in connection with such registration statement. (e) For purposes of this Section 10, all of the Shares shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringissued and outstanding.

Registration. The Company agrees to register the shares of Common Stock underlying this Warrant pursuant to the terms of the Agreement and the Registration Rights Agreement dated March 16, 1999. In addition to the foregoing, the Holder of this Warrant shall have the right to include all of the shares of Common Stock underlying this Warrant (athe "REGISTRABLE SECURITIES") Each time that as part of any registration of securities filed by the Company proposes for any reason to Register any of its securities, (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to a Registration Statement on Form S-4 S-8) and must be notified in writing of such filing. Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or Form S-8 not include Holder as part of the registration; PROVIDED, HOWEVER, that if any registration pursuant to this Section shall be underwritten, in whole or similar or successor formsin part, the Company shall promptly give written notice may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such proposed Registration to offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, which and all other selling stockholders, shall offer be limited to registering such proportion of their respective shares as shall equal the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section 9.2(b), the Company shall promptly use its best efforts to cause (and all such other Registrable Securities to be Registered, to held by the extent required to permit sale or disposition as set forth in the written request. (dselling stockholders) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders Holders thereof for a period, not to exceed 180 one hundred eighty (180) days, that which the managing underwriter may reasonably determines as determine is necessary in order to effect the such underwritten public offering.

Registration. The Holder of this Warrant shall have the right to include all of the shares of Common Stock underlying this Warrant (athe "Registrable Securities") Each time as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Company proposes for holder of this Warrant agrees it shall not have any reason to Register any of its securities, other than piggy-back registration rights pursuant to a Registration Statement on Form S-4 this Section 12(c) if the shares of Common Stock underlying this Warrant are freely tradable in the United States pursuant to the provisions of Regulation D. H▇▇▇▇▇ ▇▇▇ll have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or Form S-8 not include Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or similar or successor formsin part, the Company shall promptly give written notice may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such proposed Registration to offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, which and all other selling stockholders, shall offer be limited to registering such proportion of their respective shares as shall equal the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company a written request specifying proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section 9.2(b), the Company shall promptly use its best efforts to cause (and all such other Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (dheld by he selling stockholders) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders Holders thereof for a period, not to exceed 180 one hundred eighty (180) days, that which the managing underwriter may reasonably determines as determine is necessary in order to effect such underwritten offering. The Company shall have the underwritten public offeringright to terminate or withdraw any registration initiated by it under this Section 12(c) prior to the effectiveness of such registration whether or not any Warrant holder elected to include securities in such registration. All registration expenses incurred by the Company in complying with this Section 12(c) shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the holders of the Warrants.

Registration. (a) Each If the Parent at any time that the Company proposes for any reason to Register register any of its securitiessecurities under the Securities Act for sale to the public, whether for its own account or for the account of other than pursuant security holders or both (except with respect to a Registration Statement registration statements on Form S-4 Forms ▇-▇, ▇-▇ or Form S-8 or similar or successor formsanother form not available for registering the Parent Common Stock for sale to the public), the Company each such time it shall promptly give written notice of such proposed Registration to the Holder, which Shareholder Representatives of its intention so to do and shall offer give such notice not later than 20 days prior to the Holder the right to request inclusion filing of any Registrable Securities in such registration statement. Upon the proposed Registration. (b) The Holder shall have written request of any LCI Shareholder, received by the Parent within 10 days from after the receipt giving of any such notice by the Parent, to deliver to register any of the Company a written request specifying the number of shares of Registrable Securities Parent Common Stock held by such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)LCI Shareholder that was issued as Stock Consideration, the Company Parent shall promptly use its best efforts to cause all such Registrable Securities Parent Common Stock as to which registration shall have been so requested to be Registeredincluded in the securities to be covered by the registration statement proposed to be filed by the Parent, all to the extent required requisite to permit the sale or other disposition as by such LCI Shareholder (in accordance with its written request) of such Parent Common Stock so registered ("Piggy-Back Registration Rights"). The foregoing provisions notwithstanding, (i) the Parent may withdraw any registration statement referred to herein without thereby incurring any liability to the LCI Shareholders; (ii) the inclusion of shares of Parent Common Stock under such Piggy-Back Registration Rights is subject to the cut-back provisions of sections 10.1(b) hereof; and (iii) the Piggy-Back Registration Rights shall terminate one year following the Closing. The registration rights provided herein may not be assigned or transferred. (b) If, in connection with a registration that involves an underwriting, the representative(s) of the underwriters advises the Parent in writing that marketing factors require a limitation on the number of securities to be included in such underwriting, the amount of Parent Common Stock to be offered shall be reduced (or eliminated entirely) to the extent necessary to reduce the total number of shares to be included in such offering to the amount recommended by such representative(s) of the underwriters, provided that any such deductions shall be made in the following priorities (within the categories set forth below, the reductions shall be pro rata in relation to the number of shares of Parent Common Stock to be registered, unless other rights exist among such persons): First, the number of shares of Parent Common Stock requested to be registered for the account of holders whose rights to have their shares of Parent Common Stock registered are subordinate to the holders requesting Piggy-Back Registration shall be reduced or eliminated as required; Second, the number of shares of Parent Common Stock requested to be registered by the holders requesting Piggy-Back Registration and any holders of Parent Common Stock whose rights are pari passu with the registration rights of the holders requesting Piggy-Back Registration shall be reduced or eliminated as required; Third, the number of shares of Parent Common Stock to be registered by the holders of registration rights having priority over the registration rights of the holders requesting Piggy-Back Registration shall be reduced or eliminated as required; Fourth, the number of shares of Parent Common Stock requested to be registered for the account of any person requesting the demand registration that triggered the applicable registration, if any, shall be reduced or eliminated as required; and Last, the number of shares of Parent Common Stock intended to be registered by the Parent for its own account shall be reduced as required. (c) If any registration pursuant to this Article 10 shall be underwritten in whole or in part, the Parent shall so advise the LCI Shareholders in writing. The right of any LCI Shareholders to include shares of Parent Common Stock in any underwritten registration pursuant to this Article 10 shall be conditioned upon such LCI Shareholder's participation in such underwriting and the inclusion of such LCI Shareholder's shares in the written requestunderwriting. All LCI Shareholders proposing to distribute their shares through such underwriting (together with the Parent and any other selling shareholders) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected. (d) Notwithstanding In connection with each registration hereunder, the forgoing, if LCI Shareholders shall furnish to the managing underwriter determines and advises Parent in writing that such information with respect to itself and the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein distribution by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to it as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement reasonably shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect assure compliance with the underwritten public offeringSecurities Act and other applicable federal and state securities laws. In addition, each LCI Shareholder agrees that, following the effective date of a Piggy-Back Registration, for the period of time and to the extent reasonably requested by the Parent or the representative(s) of any underwriters, such LCI Shareholder shall not sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of any securities of the Parent held by it, directly or indirectly, except securities covered by the registration statement and transfers to donees who agree to be similarly bound.

Registration. The holder of this Warrant shall have the right to include all of the shares of Common Stock underlying this Warrant (athe "Registrable Securities") Each time that as part of any registration of securities filed by the Company proposes for any reason to Register any of its securities, (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to a Registration Statement on Form S-4 S-8) and must be notified in writing of such filing. Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include holder or Form S-8 not include holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or similar or successor formsin part, the Company shall promptly give written notice may require that the Registrable Securities requested for inclusion pursuant to this paragraph 13(c) be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such proposed Registration to the Holder, which shall offer the Holder the right to request inclusion offering only a limited number of any Registrable Securities should be included in such offering, or no such shares should be included, the proposed Registration. (b) The Holder holder, and all other selling stockholders, shall have 10 days from be limited to registering such proportion of their respective shares as shall equal the receipt of such notice to deliver to the Company a written request specifying proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request which are excluded from an underwritten offering pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause foregoing provisions of this paragraph 13(c) (and all such other Registrable Securities to be Registered, to held by the extent required to permit sale or disposition as set forth in the written request. (dselling stockholders) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 one hundred eighty (180) days, that which the managing underwriter may reasonably determines as determine is necessary in order to effect the such underwritten public offering.

Registration. If at any time while any Registrable Securities are outstanding (awithout any obligation to do so) Each time that the Company proposes to file a registration statement under the Securities Act with respect to an offering of Common Stock solely for any reason to Register any of its securities, cash (other than pursuant a registration statement (i) on Form S-8 or any successor form to a Registration Statement such Form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form S-8 or similar in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the Company or successor formsits Subsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act or any other “business combination” transaction), whether or not for its own account, the Company shall promptly give prompt written notice of such proposed Registration filing to the Holder, which Holders. The notice referred to in the preceding sentence shall offer Holders the Holder the right opportunity to request inclusion register such amount of any Registrable Securities as each Holder may request (a “Piggyback Registration”); provided that such request shall be subject to a pro rata cutback if requested by the underwriter or lead investor or if required by Commission regulation. The Company shall include in such Piggyback Registration, in the proposed Registration. (b) The Holder registration and qualification for sale under the “blue sky” or securities laws of the various states and in any underwriting in connection therewith all Registrable Securities for which the Company has received written requests for inclusion therein within 15 calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Securities shall have 10 days be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the receipt effective date of such notice to deliver to Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Company a written request specifying and the managing underwriter advises the Company that the total number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock requested to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on registration exceeds the number of shares of Common Stock which can be sold in such offering, the respective holders proposed to include. The Company will include in such registration in the following priority: (i) first, all shares of Common Stock that are so excluded from the Registration Statement shall Company proposes to sell; and (ii) second, up to the full number of applicable Registrable Securities requested to be withheld from included in such registration by any Holders which, in the market opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering (with Registrable Securities allocated pro rata among the Holders on the basis of the total number of Registrable Securities requested to be included in such registration by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringall Holders).

Registration. If at any time prior to the Expiration Date (aas defined below) Each time that the Company proposes for any reason to Register any of its securities, other than files a registration statement with the United States Securities and Exchange Commission (the "Commission") pursuant to a Registration Statement on Form S-4 the U.S. Securities Act, or Form S-8 or similar or successor formspursuant to any other act passed after the date of this Agreement, which filing provides for the sale of securities by the Company to the public, the Company shall promptly give written notice offer to each holder of the Securities (each a "Holder" and together "Holders") the opportunity to include the Securities, at the Company's sole expense. Notwithstanding anything to the contrary, this subsection (1) shall not be applicable to a registration statement on Forms ▇-▇, ▇-▇ or their successors or any other inappropriate forms filed by the Company with the Commission. Notwithstanding the foregoing, Holder acknowledges that the Corporation is currently preparing a registration for resale by certain holders and that the Securities will not be included in such registration statement unless Maccadee Investors II, L.L.C. consents to such inclusion. The Corporation will undertake to obtain such consent. Participation by any Holder in a Registration Statement relating to an underwritten offering of securities by the Corporation will be conditioned upon such Holder's agreement to be bound by the terms of the underwriting agreement for such offering. If the underwriter determines that the number of securities proposed to be offered for sale pursuant to such Registration Statement by the Holders and all other security holders of the Corporation entitled to participate in such Registration Statement would have an adverse effect on the offering, then the total number of securities to be offered by each Holder and each other selling security holder will be reduced and shall equal the number which bears the same ratio to the maximum number of securities that the underwriter believes may be included for all the selling security holders (including the Holder) as the original number of securities proposed to be sold by the Holder bears to the total original number of securities proposed to be offered by all of the Holders and all other selling security holders. Notwithstanding any of the foregoing provisions, the Corporation shall have the right at any time to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof. In addition, the Corporation may require each Holder of Securities to be registered under a Registration Statement to furnish to the Corporation such information regarding such Holder and the distribution of such Holder's Securities thereunder as the Corporation may from time to time reasonably require for inclusion in such Registration Statement, and the Corporation may exclude from such registration the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request. The Company shall comply with the requirements of this subsection (1) at its own expense. That expense shall include, but not be limited to, legal, accounting, consulting, printing, federal and state filing fees, NASD fees, out-of-pocket expenses incurred by counsel, accountants and consultants retained by the Company, and miscellaneous expenses directly related to the registration statement or offering statement and the offering. However, this expense shall not include the portion of any underwriting commissions, transfer taxes and the underwriter's accountable and nonaccountable expense allowances attributable to the offer and sale of the Securities, all of which expenses shall offer be borne by the Holder or Holders of the right to request inclusion of any Registrable Securities in registered or qualified. In the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to event that the Company a written request specifying registers or qualifies the number of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b)Securities, the Company shall promptly use its best efforts include in the registration statement or qualification, and the prospectus included therein, all information and materials necessary to cause all such Registrable Securities to be Registered, to comply with the extent required applicable statutes and regulations of general application so as to permit the public sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringSecurities.

Registration. If at any time on or after the date of the Closing until the date which is nine (a9) Each time that months thereafter, the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for any reason to Register any its own account or for shareholders of its securitiesthe Company for their account (or by the Company and by shareholders of the Company), other than pursuant to a Registration Statement filed (i) in connection with any employee stock option or other benefit plan on Form S-4 S-8, (ii) for a dividend reinvestment plan, (iii) in connection with a merger or Form S-8 acquisition, or similar or successor forms(iv) in connection with an offering of up to two million dollars ($2,000,000.00) pursuant to an equity line arrangement, then the Company shall promptly (x) give written notice (a “Registration Notice”) of such proposed Registration filing to the HolderBuyer, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice to deliver to the Company if it is a written request specifying the number of shares holder of Registrable Securities such Holder intends to sell and Securities, as soon as practicable but in no event less than ten (10) days before the Holder's intended plan anticipated filing date of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(b), the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together with any other issued which notice shall describe the amount and outstanding shares type of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement shall be reducedStatement, the intended method(s) of distribution, and shares the name of Common Stock the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Buyer, if it is a holder of Registrable Securities, in such notice the opportunity to register the sale of such number of Registrable Securities as the Buyer may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be excluded from included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) to permit the Registrable Securities and (ii) the Other Shares proposed requested to be registered, pro rata, based included in a Piggy-Back Registration on the number same terms and conditions as any similar securities of shares the Company and to permit the sale or other disposition of Common Stock such Registrable Securities in accordance with the respective holders proposed intended method(s) of distribution thereof. If the Buyer proposes to includedistribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. The shares If by the fifteenth (15th) business day following delivery of Common Stock that are so excluded from the Registration Notice no public disclosure regarding a Registration Statement has been made, and no notice regarding the abandonment of such filing has been received by the Buyer, such filing shall be withheld from deemed to have been abandoned and the market by Buyer shall not be deemed to be in possession of any material, non-public information with respect to the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringCompany.

Registration. (a) Each time that If the Company at any time during the period commencing on the first anniversary of the date hereof and ending on the third anniversary of the date hereof proposes for any reason to Register register any of its securitiesCommon Stock under the Securities Act for sale to the public, whether for its own account or for the account of other than pursuant security holders or both (except with respect to a Registration Statement registration statements on Form Forms S-4 or S-8, any successors thereto or any other form not available for registering the Restricted Stock for sale to the public or a Form S-8 or similar or successor formsS-1 covering solely an employee benefit plan), the Company shall promptly it will give written notice of at such proposed Registration time to the HolderPurchaser of its intention to do so. Upon the written request of the Purchaser, which shall offer the Holder the right to request inclusion given within twenty (20) days after receipt of any Registrable Securities in the proposed Registration. (b) The Holder shall have 10 days from the receipt of such notice by the Company, to deliver to register any of its Restricted Stock (which request shall state the Company a written request specifying the number intended method of shares of Registrable Securities such Holder intends to sell and the Holder's intended plan of disposition. (c) Upon receipt of a written request pursuant to Section 9.2(bdisposition thereof), the Company shall promptly will use its best reasonable efforts to cause all such Registrable Securities the Restricted Stock as to be Registeredwhich registration shall have been so requested, to the extent required to permit sale or disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statementsecurities to be covered by the registration statement proposed to be filed by the Company, together all to the extent requisite to permit the sale or other disposition by the Purchaser (in accordance with its written request) of such Restricted Stock to be so registered; PROVIDED that nothing herein shall prevent the Company from abandoning or delaying any other issued such registration at any time. In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by the Purchaser pursuant to this Section 4 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and outstanding conditions as the shares of Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such registration may be reduced, if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company in such underwriting; PROVIDED, HOWEVER, that the percentage of such shares of Restricted Stock so reduced shall be no greater than the greatest percentage of shares of Common Stock proposed to be included therein in such registration by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing any entity specified in Section 2.12 of the securities proposed Disclosure Schedule to be included in the underwritten public offering, then the number of such shares of Common Stock to be included Purchase Agreement similarly reduced in such Registration Statement shall be reduced, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringregistration.