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. (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. 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 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 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 Baxter 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 Baxalta file a Registration Statement, on behalf of any itself or, in the case of the Baxter Group, 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 Baxalta specifying the number of shares of Registrable Securities such Initiating Holder intends wishes to sell register (a “Demand Registration”). Baxalta 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's intended plan . Baxalta shall include in such Registration all Registrable Securities with respect to which Baxalta receives, within the 10 days immediately following the receipt by the Holder(s) of dispositionsuch notice from Baxalta, 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 Baxalta shall effect the Registration on the form so requested. (b) The Holder(s) may collectively make a total of five 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 Baxter Group shall be permitted on a one-time basis to engage in up to four Private Exchanges within any nine-month period during the first twenty-four months following the date hereof, and all Demand Registration requests made by the Participating Banks in such Private Exchanges pursuant to one or more registration rights agreements with Baxalta 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 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 Baxter Group shall be permitted to engage in additional Private Exchanges outside such nine-month period, but each Demand Registration request by the Participating Banks for such Private Exchange pursuant to its registration rights agreement with Baxalta 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) Upon receipt Baxalta 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 Baxalta 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 Baxalta 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 Holders) 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 Baxalta 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 transaction or negotiations involving Baxalta or any of its consolidated Subsidiaries that would materially interfere with such transaction or negotiations (a “Disadvantageous Condition”), Baxalta 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 Baxalta 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, Baxalta 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 Baxalta has given notice of a Blackout Period shall be increased by the length of time of such Blackout Period. Baxalta shall not impose, in any 365-day period, Blackout Periods lasting, in the aggregate, in excess of 60 calendar days. If Baxalta 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 Baxalta 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 Baxalta’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 Baxalta 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 Baxalta. Baxalta 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 Baxalta in writing that are so excluded from the Registration Statement shall be withheld from abandoned or withdrawn, in which event Baxalta shall abandon or withdraw such Registration Statement. In the market by event the Initiating Holder notifies Baxalta 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 Baxalta 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), Baxalta 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 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. (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 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. 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 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. (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. (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 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 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 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 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 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 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. 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 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 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. (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 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 On the Company proposes for any reason terms and subject to Register any the conditions of its securitiesthis Agreement, other than pursuant subject to a Registration Statement on Form S-4 or Form S-8 or similar or successor formsSection 4(a) below, the Company shall promptly give written notice use reasonable best efforts to file, no later than ninety (90) days following the Effective Date, a registration statement under the Securities Act covering all Registrable Securities that the Investor requests to be registered along with the identity of any Permitted Holders (to the extent then known) who seek to sell Registrable Securities, along with any other shares of Common Stock the Company determines to include in such registration on behalf of itself or another selling shareholder, relating to the offer and sale of such proposed Registration securities from time to time in accordance with the Holder, methods of distribution (which shall offer include the ability to conduct an underwritten offering and which shall also include sales by a Permitted Holder indicated in writing by the right Investor in the notice delivered pursuant to request inclusion this Section 2(a) or in an amendment required pursuant to Section 3(a)(viii)) set forth in the registration statement and Rule 415 under the Securities Act. The registration statement shall be on Form S-3 (except if the Company is not then eligible to register for resale Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose). The Company shall use its commercially reasonable efforts to cause the registration statement to be declared effective or otherwise to become effective under the Securities Act as soon as reasonably practicable, and shall use its commercially reasonable efforts to keep the registration statement continuously effective under the Securities Act until the earliest of (i) the date on which all Registrable Securities included in such registration statement have been sold, (ii) the date when there no longer remain any Registrable Securities in or all Registrable Securities are Freely Tradeable or (iii) three (3) years after the proposed Registrationdate of effectiveness. (b) The Holder If the Investor intends to distribute Registrable Securities by means of an underwriting, (i) the Investor shall promptly so advise the Company in writing and (ii) the Company shall have 10 days the right to appoint the book-running, managing and other underwriter(s), which such underwriters shall be reasonably acceptable to the Investor; provided that in no event shall the Company or any of its Affiliates have any obligation to facilitate or participate in more than two (2) underwritten offerings requested by or on behalf of the Investor. In any such underwritten offering, the Investor will use reasonable best efforts to avoid allowing an individual purchaser to purchase shares in such offering from shares being sold on behalf of the receipt Investor that would constitute more than 5% of the shares of Common Stock outstanding as of such notice of date; provided that the foregoing limitation shall not apply to deliver to the Company sales by a written request specifying the number of financial or lending institution holding shares of Registrable Securities such Holder intends to sell and Common Stock pledged by the Holder's intended plan of dispositionInvestor. (c) Upon receipt The Company shall cause (i) the registration statement (as of the effective date of the registration statement), any amendment thereof (as of the effective date thereof) or supplement thereto (as of its date), (A) to comply in all material respects with the applicable requirements of the Securities Act and (B) not to contain any untrue statement of a written request pursuant material fact or omit to Section 9.2(b)state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) any related prospectus, preliminary prospectus or free writing prospectus and any amendment thereof or supplement thereto, as of its date, (A) to comply in all material respects with the applicable requirements of the Securities Act and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however the Company shall promptly use its best efforts have no such obligations or liabilities with respect to cause all such Registrable Securities to be Registered, any information furnished to the extent required to permit sale Company by or disposition as set forth in on behalf of the written requestInvestor expressly for inclusion therein. (d) Notwithstanding All Registration Expenses shall be borne by the forgoing, if Company. All Selling Expenses shall be borne by the managing underwriter determines Investor. The Investor shall promptly reimburse the Company for any Selling Expenses incurred by the Company upon notice (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 event within five (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 5) Business Days of such notice). (e) The Company will submit any required additional shares notification to Nasdaq that may be required as a result 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 any transaction contemplated 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 offeringthis Agreement.

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 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 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. 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 that Following the Company proposes for exercise of the Stock Option, Grantee may by written notice (the "Registration Notice") to Issuer request the Grantee to register under the Securities Act all or any reason part of the Option Shares beneficially owned by such Grantee (such Option Shares to Register any of its securities, other than be registered being the "Requested Shares") pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor formsbona fide firm commitment underwritten public offering, in which the Company Grantee and the underwriters shall promptly give written notice effect as wide a distribution of such proposed Registration Option Shares as is reasonably practicable and shall use their commercially reasonable efforts to prevent any person (including any "group" as used in Rule 13d-5 under the Holder, which shall offer Exchange Act)) and its affiliates from purchasing through such offering Restricted Shares representing more than five percent (5%) of the Holder the right to request inclusion outstanding shares of any Registrable Securities in the proposed RegistrationIssuer Common Stock on a fully diluted basis (a "Permitted Offering"). (b) The Holder Registration Notice shall include a certificate executed by the Grantee and its proposed managing underwriter, which underwriter shall be an investment banking firm of nationally recognized standing (the "Manager"), stating that (i) they have 10 days from a good faith intention to commence promptly a Permitted Offering, and (ii) the receipt of such notice manager in good faith believes that, based on the then-prevailing market conditions, it is reasonably likely to deliver be able to sell the Requested Shares to the Company public in a written request specifying Permitted Offering within one hundred twenty (120) days at a per share price equal to at least eighty percent (80%) of the number average of shares the last sale prices per share of Registrable Securities the Issuer Common Stock on The Nasdaq National Market for the ten (10) trading days immediately preceding the date of the Registration Notice (such Holder intends to sell and ten-day average price being the Holder's intended plan of disposition"Fair Market Value"). (c) Upon The Issuer (and/or any person designated by the Issuer) shall thereupon have the option exercisable by written notice delivered to the Grantee within five (5) business days after the receipt of the Registration Notice, irrevocably to agree to purchase all of the Requested Shares proposed to be so sold for cash at a written request price equal to the product of (i) the number of Requested Shares and (ii) the then Fair Market Value of such shares. (d) Any purchase of Requested Shares by the Issuer (or its designee) under Section 4.02(c) shall take place at a closing to be held at the principal executive offices of the Issuer or at the offices of its counsel as promptly as practicable but in any event at within ten (10) business days after delivery of such notice, and any payment for the shares to be so purchased shall be made by delivery at the time of such closing in immediately available funds. (e) If the Issuer does not elect to exercise its option pursuant to Section 9.2(b)4.02(c) with respect to all Requested Shares, it shall use its best efforts to effect, as promptly as practicable, the Company registration under the Securities Act of the Requested Shares; provided, however, that (i) neither party shall promptly be entitled to demand more than an aggregate of two (2) effective registration statements hereunder, and (ii) the Issuer will not be required to file any such registration statement during any period of time (not to exceed forty (40) days) when (A) the Issuer is required under the Securities Act to include audited financial statements for any period in such registration statement and such financial statements are not yet available for inclusion in such registration statement; or (B) the Issuer determines, in its reasonable judgment, that such registration would interfere with any financing, acquisition or other transaction involving the Issuer or any of its material subsidiaries and that such transaction is material to the Issuer and its subsidiaries taken as a whole. If consummation of the sale of any Option Shares pursuant to a registration hereunder does not occur within one hundred twenty (120) days after the effectiveness of the initial registration statement, the provisions of this Section 4.02 shall again be applicable to any proposed registration. (f) The Issuer shall use its best efforts to cause all such Registrable Securities any Option Shares registered pursuant to this Section 4.02 to be Registeredqualified for sale under the securities or Blue Sky laws of such jurisdictions as the Grantee may reasonably request and shall continue such registration or qualification in effect in such jurisdiction; provided, to however, that the extent Issuer shall not be required to permit sale qualify to do business in, or disposition as set forth in the written requestconsent to general service of process in, any jurisdiction by reason of this provision. (dg) Notwithstanding If Issuer at any time after the forgoing, if exercise of the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed Stock Option proposes to be included in the Registration Statement, together with register any other issued and outstanding shares of Issuer Common Stock proposed to be included therein by holders other than under the holders of Registrable Securities (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere Act in connection with the successful marketing of the securities proposed to be included in the an underwritten public offeringoffering of such Issuer Common Stock, then Issuer will promptly give written notice to Grantee of its intention to do so and, upon the written request of Grantee given within twenty (20) days after receipt of any such notice (which request shall specify the number of such shares of Issuer Common Stock intended to be included in such Registration Statement shall underwritten public offering by Grantee), Issuer will cause all such shares for which Grantee requests participation in such registration, to be reduced, so registered and shares of Common Stock shall be excluded from included in such underwritten public offering in a number deemed necessary by such managing underwriteroffering; provided, by excluding equal numbers of however, that Issuer may elect (i) not to cause any such shares to be so registered in the Registrable case of a registration solely to implement an employee benefit plan or a registration statement filed on Form S-4 of the Securities Act (or any successor form thereto) or (ii) to reduce the number of shares to be registered if the underwriters in good faith object for valid business reasons; provided further, that the Issuer may make an election pursuant to clause (ii) no more than two times. Grantee shall not be entitled to exercise any right provided for in this Section 4.02(g) after five (5) years following the first exercise of the Stock Option or such earlier time at which all Option Shares held by Grantee can be sold in any three (3)-month period without registration in compliance with Rule 144 of the Securities Act. (h) The registration rights set forth in this Section 4.02 are subject to the condition that the Grantee shall provide the Issuer with such information with respect to its Option Shares, the plans for the distribution thereof, and such other information with respect to the Grantee as, in the reasonable judgment of counsel for the Issuer, is necessary to enable the Issuer to include in such registration statement all material facts required to be disclosed with respect to a registration thereunder. (i) If the Issuer Common Stock is registered pursuant to the provisions of this Section 4.02, Issuer agrees (i) to furnish copies of the 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 such time as the distribution contemplated by such registration statement is complete 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. (j) A registration effected under this Section 4.02 shall be effected at the Issuer's expense, pro rataexcept for underwriting discounts and commissions and the fees and the expenses of counsel to the Grantee, based on and the number Issuer shall provide to the underwriters such documentation (including certificates, opinions of counsel and "comfort" letters from auditors) as is customary in connection with underwritten public offerings as such underwriters may reasonably require. (k) In connection with any registration effected under this Section 4.02, the parties agree (i) to indemnify each other and the underwriters in the customary manner, (ii) to enter into an underwriting agreement in form and substance customary for transactions of such type with the Manager and the other underwriters participating in such offering, and (iii) to take all further actions which shall be reasonably necessary to effect such registration and sale (including if the Manager deems it necessary, participating in road-show presentations). (l) The Issuer shall be entitled to include (at its expense) additional shares of Common Stock its common stock in a registration effected pursuant to Section 4.02 (a) only if and to the respective holders proposed to include. The shares extent the Manager determines that such inclusion will not adversely affect the prospects for success 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 such 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 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 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 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. (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 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 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 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 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. (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. (ai) Each time that Upon the Company proposes for any reason to Register any consummation of its securitiesan IPO, other than the Purchased Shares will (x) be registered pursuant to a Registration Statement Form S-8 if the Company determines, on advice of counsel, that such Form S-4 is available for the Purchased Shares or (y) if Form S-8 is not available, then in connection with the IPO and any other offering of Company securities by the Company for its own account or for the account of any stockholder(s) of the Company (other than a registration statement on Form S-8 or similar any successor or successor formsother forms not available for registering capital stock for sale to the public) (each an "Offering"), you will be entitled to register all or any portion of the Purchased Shares on the same terms and conditions as is made available to the Company or any such shareholders in connection with such Offering. All expenses incurred in connection with any registration pursuant to this Section 3(e) shall promptly give written notice of such proposed Registration to be borne by the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed RegistrationCompany. (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. (dii) Notwithstanding the forgoing, if the managing underwriter determines and advises assisting the Company in connection with such Offering advices the Company in writing that in its opinion, including any portion of the inclusion of all Registrable Securities proposed Purchased Shares requested by you to be included in the Registration StatementOffering could have an adverse impact upon the Offering, together with the Company shall include in such Offering only the aggregate the number, if any, of Purchased Shares that in the opinion of such underwriter may be sold without any other issued adverse impact upon such Offering. In such event, unless you are able to register the remaining portion of the Purchased Shares in another Offering within 180 days following the consummation of an IPO, the Company agrees to promptly thereafter, but in any event, no later than 90 days thereafter, file a registration statement on Form S-3 (or another appropriate Form) (a "Demand Offering") covering the remaining Purchased Shares and outstanding shares of Common Stock proposed will use its best efforts to cause such registration statement to be included declared effective as soon as practicable thereafter. (iii) To the extent permitted by law, the Company will indemnify and hold you harmless against any losses, claims, damages or liabilities (joint or several) to which you may become subject under the Securities Act of 1933, the Securities Exchange Act of 1934 or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the registration statement relating to an Offering or Demand Offering, including any preliminary or final prospectus or any amendments or supplements related thereof, (B) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein no misleading or (C) any violation or alleged violation by holders other than the holders Company of Registrable the Securities Act of 1933, the Securities Exchange Act of 1934 or any state securities law or any rule or regulation promulgated thereunder (such other shares hereinafter collectively referred to as the each a "Other SharesViolation"); and the Company will pay, would interfere as incurred, to you, any legal or other expenses reasonably incurred by you in connection with investigating or defending any such loss, damage, liability or action, as such expenses are incurred; provided that the successful marketing indemnity contained in this clause (iii) shall not apply to any losses, claims, damages or liabilities to the extent they arise out 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, or are 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 a Violation which occurs in reliance upon and in conformity with information furnished by the holders thereof you expressly for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary use in order to effect the underwritten public offeringconnection with such Offering or Demand Offering.

Registration. (ac) Each time that Promptly after receipt by an indemnified party of notice of the Company proposes for commencement of any reason action involving a claim referred to Register any in the preceding paragraphs of its securitiesthis Section 8, other than pursuant to such indemnified party will, if a Registration Statement on Form S-4 or Form S-8 or similar or successor formsclaim in respect thereof is made against an indemnifying party, the Company shall promptly give written notice to the latter of the commencement of such proposed Registration action. The failure of any indemnified party to notify an indemnifying party of any such action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party on account of this Section 8. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the Holderextent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that if any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this Section 8, the indemnifying party shall offer the Holder not have the right to request inclusion assume the defense of any Registrable Securities in the proposed Registration. such action on behalf of such indemnified party (b) The Holder but shall have 10 days from the receipt right to participate therein with counsel of its choice) and such notice to deliver indemnifying party shall reimburse such indemnified party and any person controlling such indemnified party for that portiny counsel retained by the indemnified party which is reasonably related to the Company a written request specifying matters covered by the number of shares of Registrable Securities such Holder intends to sell and indemnity agreement provided in this Section 8. If the Holder's intended plan of disposition. (c) Upon receipt indemnifying party is not entitled to, or elects not to, assume the defense of a written request pursuant claim, it will not be obligated to Section 9.2(b), pay the Company shall promptly use its best efforts fees and expenses of more than one counsel with respect to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written requestclaim. (d) Notwithstanding If the forgoing, if the managing underwriter determines and advises indemnification provided for in writing that the inclusion this Section 8 is held by a court of all Registrable Securities proposed competent jurisdiction to be included in the Registration Statementunavailable to an indemnified party with respect to any loss, 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 claim, damage, liability or action referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offeringherein, then the number indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such shares of Common Stock to be included loss, claim, damage, liability or action in such Registration Statement proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be reduceddetermined by reference to, and shares among other things, whether the untrue or alleged untrue statement 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) material fact or the Registrable Securities and (ii) the Other Shares proposed omission or alleged omission to be registered, pro rata, based on the number of shares of Common Stock the respective holders proposed state a material fact relates to include. The shares of Common Stock that are so excluded from the Registration Statement shall be withheld from the market information supplied by the holders thereof for a periodindemnifying party or by the indemnified party and the parties' relative intent, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offering.knowledge,

Registration. Subject to the consummation of the Merger and the effectiveness of the Registration, each Stockholder agrees to participate in a registered underwritten secondary offering of at least 3,000,000 shares (aon an Adjusted Basis) Each time in the aggregate of Registrable Securities on the terms and conditions set forth in this Agreement and to sell such number of shares of Common Stock in such underwritten offering as is set forth next to each Stockholder's name on Exhibit A, subject to increase or reduction as set forth below. The Stockholders agree that the underwriters for the Registration will use their reasonable efforts in light of market conditions to sell at least 70% of the shares sold in such secondary offering to institutional (as opposed to retail) investors. The Company proposes for any reason agrees (subject to Register any the performance by the Stockholders of their obligations hereunder) to use its securities, other than pursuant reasonable efforts to file a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, a form selected by the Company shall promptly give written notice of such proposed Registration to register under the Securities Act for sale to the Holder, which shall offer the Holder the right to request inclusion of any Registrable Securities public 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 an underwritten offering the number of shares of Registrable Securities owned by each Stockholder set forth next to such Holder intends Stockholder's name on Exhibit A hereto (on an Adjusted Basis) from time to sell time (the "Registration") or such smaller or greater number of shares of Registrable Securities as shall be agreed by the Company and such Stockholder in writing, provided that (x) the Holder's intended plan number of disposition. (c) Upon receipt shares of Registrable Securities of a written request pursuant to Section 9.2(b), Stockholder set forth on Exhibit A may be decreased without the consent of the Company shall promptly use its best efforts by written notice to cause all the Company reasonably satisfactory to the Company from such Stockholder if (1) the number of shares of Registrable Securities of another Stockholder set forth on Exhibit A is at the same time increased by a like number of shares or (2) such shares are transferred to a Permitted Assignee of such Stockholder and such Permitted Assignee becomes a party hereto as a Stockholder and such shares so transferred are set forth next to such Permitted Assignee's name on Exhibit A hereto, (y) the number of shares of Registrable Securities of a Stockholder set forth on Exhibit A may be Registered, decreased without the consent of the Company by written notice to the extent required Company reasonably satisfactory to permit sale or disposition the Company from such Stockholder so long as after giving effect thereto the Registration covers at least 3,000,000 shares of Common Stock (on an Adjusted Basis) and (z) the number of shares of Registrable Securities of a Family Stockholder set forth in Exhibit A may be increased without the consent of the Company by written request. notice to the Company from such Family Stockholder so long as after giving effect thereto the Registration covers no more than 5,000,000 shares of Common Stock (d) Notwithstanding on an Adjusted Basis). Should more than one Family Stockholder seek to increase the forgoing, if the managing underwriter determines and advises in writing that the inclusion number of all Registrable Securities proposed as permitted above and as a result the number of shares sought to be included in the Registration Statement, together with any other issued and outstanding exceeds 5,000,000 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"on an Adjusted Basis), would interfere with the successful marketing number of shares, if any, that Stanley H. ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇2 Trust and the securities proposed 1989 Trust have sought to include in the Registration above the number listed on Exhibit A (on an Adjusted Basis) shall be reduced to the extent necessary to reduce the aggregate number of shares sought to be included in the underwritten public offeringRegistration to 5,000,000 shares (on an Adjusted Basis), then the and if such number of such shares still exceeds 5,000,000, the Company shall allocate the increased number of Common Stock shares to be included in the Registration among such Registration Statement Family Stockholders (other than Stanley H. ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇2 Trust and the 1989 Trust) seeking an increase on a pro rata basis or in such other manner as such Family Stockholders may agree. In the event of any increase or decrease in the number of Registrable Securities of a Stockholder as set forth above, Exhibit A hereto shall be reduceddeemed amended to increase or decrease, and shares of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriteraccordingly, 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 Registrable Securities set forth next to includesuch Stockholder's name. The shares Company shall (subject to the performance by the Stockholders of Common Stock their obligations hereunder) use its reasonable efforts to cause the Registration to be declared effective under the Securities Act as promptly as practicable on or after the date that are so excluded is six months and one day from the date of the Merger and to keep the Registration Statement effective under the Securities Act for a period ending on the date that is six months from such date (provided that such six month period shall be withheld from the market extended by the holders thereof for a period, not to exceed 180 days, that length of any Postponement Period (as defined below)) or such shorter period ending when all Registrable Securities covered by the managing underwriter reasonably determines as necessary in order to effect Registration have been sold (the underwritten public offering"Effectiveness Period").

Registration. (a) Each The Company and the holders of the Shares agree that if at any time that the Company proposes for any reason shall propose to Register file a registration statement with respect to any of its securitiesUnits 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, and 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 Holder, which shall offer the Holder the right total amount of securities entitled to request inclusion of any Registrable Securities in the proposed Registrationbe included therein owned by each 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 in its sole discretion 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 all 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 subsection 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) At the Company's expense, 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) 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. (v) Provide a transfer agent and registrar for all such Shares not later than the effective date of such registration statement. (vi) 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 limitations effecting a stock split or a combination of shares). (vii) 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. (viii) 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 supplement 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. (ix) 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. (x) 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 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. (xi) Provide a CUSIP number for all the Shares not later than the effective date of the registration statement. (xii) 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 disposition as set forth 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 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 Holder pursuant to this Warrant without the prior written requestconsent of the Holder. (d) Notwithstanding Holder agrees to use its best good faith efforts to cooperate if Holder is a selling unitholder. The Company's obligations under Subsection 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, 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 the Company If ACS proposes for any reason to Register register any of its securities, other than shares of Common Stock under the Securities Act pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor formsan underwritten public offering, the Company shall promptly will give written notice of such proposed Registration to the HolderShareholders of its intention so to do. Upon the written request of the Shareholders, which shall offer the Holder the right to request inclusion given within 30 days after receipt of any such notice, to register any of the shares of ACS Common Stock owned by them at such time (the "Registrable Securities in Shares") (which request shall state the proposed Registration. (b) The Holder intended method of disposition thereof), ACS will cause the Registrable Shares as to which registration 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 been so requested to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock securities to be covered by the registration statement proposed to be filed by ACS, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Shares. If the managing underwriter shall be of the opinion that inclusion of all Registrable Shares which Shareholders have requested be included therein by holders other than would adversely affect 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 registered by ACS, ACS will include in such registration (i) first, the underwritten public offeringsecurities ACS proposes to sell and the Registrable Shares requested to be included, then pro rata among ACS and the holders of such Registrable Shares on the basis of the number of shares ACS and the holder of such shares of Common Stock Registrable Shares propose to sell, and (ii) second, other securities requested to be included in such Registration Statement registration. The Shareholders shall be reducedagree, and shares if requested by the managing underwriter or underwriters in conjunction with a similar request being made to holders of Common Stock shall be excluded from previously issued, but unregistered shares, not to sell any of their Registrable Shares in any transaction other than pursuant to such underwritten public offering in a number for any reasonable period deemed necessary to be appropriate 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 underwriter or underwriters beginning on the number date of shares the effectiveness of Common Stock the respective holders proposed 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 5.1, not to exceed 180 days, provided that the managing underwriter reasonably determines as necessary in order Company's officers and directors also agree to effect the underwritten public offeringsuch limitations.

Registration. The Tenant may not register this Lease or permit anyone acting on the Tenant’s behalf to register it. The Tenant may, however, register a notice of lease (the “Notice”) which only discloses the Premises, the Term, the Commencement Date, the renewal or extension rights, if any, and the parties to this Lease. In no event shall the Notice disclose the financial terms of this Lease (including, without limitation, the Rent) nor exhibit the Lease or any part of it. The Notice shall be subject to the approval of the Landlord’s solicitors, at the Tenant’s expense, such approval to be obtained prior to the Notice being registered on title to the Lands. The Tenant shall, at its sole cost and expense, discharge any Notice which it registers on title to the Lands within [*****] days following the expiration or earlier termination of this Lease. If the Tenant fails to discharge any such Notice within the time period set out above, the Landlord (or its lawyers) may do so and the Tenant: (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 consents to the HolderLandlord and the Landlord’s lawyers signing such documentation as may be required to discharge the Notice (and, which shall offer the Holder the right to request inclusion of any Registrable Securities in the proposed Registration.case of the Landlord’s lawyers, making all legal statements which are required to be made in order to obtain such discharge); (b) The Holder shall releases all Claims which it may have 10 days from against 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 Landlord and the Holder's intended plan Landlord’s lawyers for discharging the Notice in accordance with the provisions of disposition.this section; and (c) Upon shall reimburse the Landlord for all costs incurred by the Landlord in discharging the Notice within [*****] days following the Tenant’s 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 an invoice 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 offeringLandlord.

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 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. The obligations set forth in this Section 7 shall apply during such time as securities of the Issuer (aor its successors or assigns) Each time are registered under the 1934 Act. Upon the occurrence of a Subsequent Triggering Event that occurs prior to an Exercise Termination Event, Issuer shall, at the Company proposes for request of Grantee delivered within 50 day after such Subsequent Triggering Event (whether on its own behalf or on behalf of any reason to Register subsequent holder of this Option (or part thereof) or any of its securitiesthe shares of Common Stock issued pursuant hereto), other than promptly prepare, file and keep current a shelf registration statement under the 1933 Act covering the resale of this Option and any shares issued pursuant to a Registration Statement on Form S-4 this Option and the issuance of any shares issuable pursuant to this Option to the extent then permitted under the rules, regulations or Form S-8 or similar or successor formspolicies of the SEC and, to the extent not so permitted, the Company shall promptly give written notice resale 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 issuable pursuant to Section 9.2(b), the Company this Option. The Issuer shall promptly use its reasonable best efforts to cause all such Registrable Securities registration statement to be Registered, to the extent required become effective and remain current in order to permit the sale or other disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines of this Option 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 issued upon total or partial exercise of Registrable Securities this Option (such other shares hereinafter collectively referred to as the "Other Option Shares")) in accordance with any plan of disposition requested by Grantee. Issuer will use its reasonable best efforts to cause such registration statement first to become effective and then to remain effective for such period not in excess of 180 days from the day such registration statement first becomes effective or such longer time as may be reasonably necessary to effect such sales or other dispositions. Grantee shall have the right to demand two such registrations. The foregoing notwithstanding, if, at the time of any request by Grantee for registration of the Option or Option Shares as provided above, Issuer is in registration with respect to an underwritten public offering of shares of Common Stock, and if in the good faith judgment of the managing underwriter or managing underwriters, or, if none, the sole underwriter or underwriters, of such offering, the inclusion of the Holder's Option or Option 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 offered by Issuer, the number of Option Shares otherwise to be covered in the registration statement contemplated hereby may be reduced; and PROVIDED, HOWEVER, that after any such required reduction the number of Option Shares to be included in such Registration Statement offering for the account of the Holder shall be reduced, and shares constitute at least 25% 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 total number of shares to be sold by the Holder and Issuer in the aggregate; and PROVIDED FURTHER, HOWEVER, that if such reduction occurs, then the Issuer shall file a registration statement for the balance as promptly as practical and no reduction shall thereafter occur. Each such Holder shall provide all information reasonably requested by Issuer for inclusion in any registration statement to be filed hereunder. If requested by any such Holder in connection with such registration, Issuer shall become a party to any underwriting agreement relating to the sale of Common Stock such shares, but only to the respective holders proposed extent of obligating itself in respect of representations, warranties, indemnities and other agreements customarily included in such underwriting agreements for the Issuer. Upon receiving any request under this Section 7 from any Holder, Issuer agrees to includesend a copy thereof to any other person known to Issuer to be entitled to registration rights under this Section 7, in each case by promptly mailing the same, postage prepaid, to the address of record of the persons entitled to receive such copies. The shares Notwithstanding anything to the contrary contained herein, in no event shall Issuer be obligated to effect more than two registrations pursuant to this Section 7 by reason of Common Stock the fact that are so excluded from the Registration Statement there shall be withheld from the market by the holders thereof for more than one Grantee as a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offeringresult of any assignment or division of this Agreement.

Registration. (ai) Each time The Company shall advise each Holder or its transferee, whether the Holder holds a Placement Agent Warrant Placement Agent Warrant and holds the Underlying Securities, by written notice at least four weeks prior to the filing of any post-effective amendment to the Registration Statement or of any new registration statement or post-effective amendment thereto covering any securities of the Company for its own account or for the account of others and will, for a period of four years commencing one year from the effective date of the Registration Statement, upon the request of any such Holder, include in any such post-effective amendment or registration statement, such information as may be required to permit a public offering by such Holder of all or any of the Underlying Securities or Underlying Warrant Shares (the "Registrable Securities"). The Company shall supply prospectuses and such other documents as the Holders may request in order to facilitate the public sale or other disposition of the Registrable Securities, use its best efforts to register and qualify the Registrable Securities for sale in such states as such Holders designate and do any and all other acts and things which maybe necessary or desirable to enable such Holders to consummate the public sale or other disposition of the Registrable Securities, and shall indemnify the Holders in the manner provided in subparagraph (c) below. The Holders shall furnish information and indemnification as set forth in subparagraph (c) below except that the Company proposes for maximum amount which may be recovered from 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 Holder shall promptly give written notice of such proposed Registration be limited to the Holder, which shall offer amount of proceeds received by the Holder from the right to request inclusion sale of any the Registrable Securities in the proposed RegistrationSecurities. (bii) The Holder shall have 10 JMS may on one occasion subsequent to May ____, 1999 give notice to the Company that it desires to register under the Act all or any of the Underlying Securities in which event the Company will promptly and no later than 30 days from the after receipt of such notice to deliver notice, file a post-effective amendment to the Company Registraiton Statement or a written request specifying new registration statement to the number of shares of Registrable end that the Underlying Securities such Holder intends to sell and/or Underling Warrant Shares may be publicly sold as promptly as practicable thereafter, 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 will use its best efforts to cause all such Registrable Securities registration to be Registeredbecome and remain effective (including the taking of such steps as are necessary to obtain the removal of any stop order); provided, that JMS shall furnish the Company with appropriate information. Within ten days after receiving such notice, the Company shall give notice 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 other Holders advising that the inclusion Company is proceeding with such post-effective amendment or registraiton statement and offering to include therein the Underlying Securities and/or Underlying Warrant Shares 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 Holders, provided that the Holders shall furnish the Company with such appropriate information (relating to the intentions of such Holders) in connection therewith as the "Other Shares")Company shall reasonably request in writing. All costs and expenses of such post-effective amendment or new registration statement shall be borne by the Company, would interfere with except that the successful marketing Holders shall bear the fees of their own counsel and any underwriting discounts or commissions applicable to any of the securities proposed sold by them. The Company will maintain such registration statement or post-effective amendment current for a period of at least six months (and for up to be included in an additional three months if requested bythe Holders) from the underwritten public offering, then the number of such shares of Common Stock to be included in such Registration Statement effective date thereof. The Company shall be reducedsupply prospectuses, and shares such other documents as the Holders may request in order to facilitate the public sale or other disposition of Common Stock shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriterthe Registrable Securities, by excluding equal numbers use its best efforts to register and quality any of (i) the Registrable Securities for sale in such states as such Holders designate and (ii) furnish indemnification in 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 offeringmanner provided below.

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 fifteen (15) days prior to such filing, and, at the written request of any such registered holder, made within five (5) 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 extent required 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 permit sale such filing or disposition as set forth (B) if information in such registration statement or prospectus concerning a particular selling Holder has changed and such Holder or the written requestunderwriters, if any, shall reasonably object. (dii) Notwithstanding Prepare and file with the forgoing, if Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement effective during the managing underwriter determines period referred to in Section 10(b)(i) and advises in writing that 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 the Registration Statementsupplemented by any required prospectus supplement, together with any other issued and outstanding shares of Common Stock proposed as so supplemented 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 filed with the successful marketing Commission pursuant to Rule 424 under the Securities Act. (iii) Furnish to the selling Holder(s) such numbers of the securities proposed to be included in the underwritten public offering, then the number copies of such shares of Common Stock to be registration statement, each amendment thereto, the prospectus included in such Registration Statement 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 reduced, reasonably requested by any selling Holder and shares 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 Common Stock shall be excluded from such underwritten public offering in a number deemed necessary the Shares owned by such managing underwriterHolder, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed to be registeredin such jurisdictions; provided, 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 managing underwriter 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 determines as necessary request in order to effect expedite or facilitate the underwritten public offeringdisposition 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 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.

Registration. In connection with any registration of shares of Purchaser Common Stock undertaken pursuant to Sections 8.1 above, the following shall apply: (a) Each time Whenever Purchaser is required pursuant to the provisions of this Article VIII to include Shareholder Shares in a registration statement, then Purchaser shall (i) furnish the Shareholders and each underwriter of such Shareholder Shares with such copies of the prospectus, including the preliminary prospectus, conforming to the Securities Act (and such other documents as the Shareholders or each such underwriter may reasonably request) in order to facilitate the sale or distribution of the Shareholder Shares, (ii) use its best efforts to register or qualify such Shareholder Shares under the blue sky laws (to the extent applicable) of such jurisdictions or laws (to the extent applicable) of such jurisdictions as the Shareholders and each underwriter of Shareholder Shares being sold by the Shareholders shall reasonably request and (iii) take such other actions as may be reasonably necessary or advisable to enable the Shareholders and such underwriters to consummate the sale or distribution in such jurisdictions in which the Shareholders shall have reasonably requested 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 RegistrationShareholder Shares be sold. (b) The Holder Purchaser shall have 10 days from the receipt of such notice to deliver pay all expenses incurred in connection with any Registration Statement other than underwriting discounts or fees and applicable transfer taxes relating to the Company a written request specifying the number of shares of Registrable Securities such Holder intends to sell Shareholder Shares and the Holder's intended plan fees and expenses of dispositioncounsel for the Shareholders. (c) Upon receipt In connection with any public offering by Purchaser involving an underwriting of a written request its securities effected pursuant to Section 9.2(b)8.1 hereof, Purchaser shall not be required to include in such registration any Shareholder Shares held by the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, Shareholders unless the Shareholders agree to the extent required to permit sale or disposition as set forth in terms of the written request. (d) Notwithstanding the forgoing, if underwriting agreement between Purchaser and the managing underwriter determines and advises in writing of such offering, which agreement may require 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 Shareholder 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 Shareholders for a periodperiod of up to 180 days after the effective date of the registration statement by which such public offering is being effected (or such longer period as may be requested by any securities exchange upon which the Purchaser Common Stock is then listed). Furthermore, not Purchaser shall be obligated to exceed 180 daysinclude in such registration only the quantity of Shareholder Shares, that if any, as will not, in the opinion of the managing underwriter, jeopardize the success of the offering by Purchaser. If the managing underwriter for the offering advises Purchaser in writing that the total amount of securities sought to be registered by the Shareholders and other shareholders of Purchaser having similar registration rights as of the date thereof (collectively, the "Purchaser Shareholders") exceeds the amount of securities that can be offered without adversely affecting the offering by Purchaser, then Purchaser may reduce the number of shares to be registered by Purchaser for the Purchaser Shareholders, including the Shareholder Shares requested to be included therein, to a number satisfactory to such managing underwriter which number may be zero. Any such reduction shall be pro rata, based upon the percentage that the shares requested to be included in the Registration Statement by each Purchaser Shareholder constitutes of the total number of shares included therein on behalf of the Purchaser Shareholders. (d) Purchaser will indemnify and hold harmless the Shareholders and any person or entity engaged by the Shareholders to sell the Shareholder's Shares, and each person, if any, who controls such persons or entities within the meaning of the Securities Act or the Exchange Act (collectively, a "Holder Indemnitee"), against any losses, claims, damages, liabilities or expenses (or actions, proceedings, or settlements in respect thereof) (joint or several) to which a Holder Indemnitee may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions, proceedings or settlements in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement and all documents related thereto, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; or (iii) the employment or alleged employment by Purchaser of any device, scheme or artifice to defraud or the engagement by Purchaser or alleged engagement by Purchaser in any act, practice or course of business which operates or would operate as a fraud or deceit upon the purchasers of its securities pursuant to such registration statement. Purchaser will also reimburse each Holder Indemnitee for any legal or other expenses reasonably determines incurred by such Holder Indemnitee in connection with investigating, defending and settling any such loss, claim, damage, liability or action. The indemnity agreement contained in this Section 8.2(d) shall not apply to amounts paid in settlement of any loss, claim, damage, liability, or action if such settlement is effected without the consent of Purchaser, which consent shall not be unreasonably withheld, and Purchaser shall not be liable to any Holder Indemnitee of any loss, claim, damage, liability or action (i) to the extent that it arises solely out of or is based solely upon a Violation which occurs in reliance upon and in conformity with information furnished expressly for use in connection with such registration by or on behalf of the Shareholders or any agent of the Shareholders or controlling person of either; or (ii) in the case of a sale directly by the Shareholders (including a sale of such Shareholder Shares through any underwriter retained by the Shareholders to engage in a distribution solely on behalf of the Shareholders), such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and the Shareholders failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Shareholder Shares to the person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act. (e) The Shareholders will indemnify and hold harmless Purchaser, each of its employees, officers, directors or persons who control Purchaser within the meaning of the Securities Act or the Exchange Act, and each agent or underwriter for Purchaser or any other person or entity engaged by Purchaser to sell Purchaser's securities offered in the registration statement, or any of their respective directors, officers, partners, agents, employees or control persons (collectively, a "Purchaser Indemnitee"), against any losses, claims, damages, liabilities or expenses (or actions, proceedings or settlements in respect thereof) (joint or several) to which Purchaser or any such Purchaser Indemnitee may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as necessary such losses, claims, damages, liabilities or expenses (or actions in order respect thereto) arise solely out of or are based solely upon any Violation, in each case to effect the underwritten public offeringextent that such Violation occurs in reliance upon and in conformity with information furnished by or on behalf of the Shareholders expressly for use in connection with such registration; and the Shareholders will reimburse any legal or other expenses reasonably incurred by a Purchaser Indemnitee in connection with investigating, defending or settling any such loss, claim, damage, liability, or action. The indemnity agreement contained in this Section 8.2(e) shall not apply to amounts paid in settlement of any loss, claim, damage, liability, or action if such settlement is effected without the consent of the Shareholders, which consent shall not be unreasonably withheld, nor, in the case of a sale directly by Purchaser of its securities (including a sale of such securities through any underwriter retained by Purchaser to engage in a distribution solely on behalf of the Purchaser), shall the Shareholders be liable to Purchaser in any case in which such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and Purchaser failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the securities to the person asserting any such loss, claim, damage or liability in any case where such delivery is required by the Securities Act. (f) Promptly after receipt by an indemnified party under Sections 8.3(d) or (e) of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume and control the defense thereof with counsel mutually satisfactory to the indemnified and indemnifying parties, provide that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests (as reasonably determined by either party) between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under Sections 8.3 (d) or (e), respectively, to the extent of such prejudice, but the failure to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under Sections 8.3 (d) or (e), respectively. The obligations of Purchaser and the Shareholders under Sections 8.3 (d) or (e), respectively, shall survive the completion of any offering of Shareholder Shares made pursuant to a registration under this Agreement. The amount paid or payable by a party as a result of the losses, claims, damages, or liabilities (or actions or proceedings in respect thereof) referred to in Sections 8.3 (d) and (e) shall include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. (g) If the indemnification provided for in the preceding Sections 8.3 (d) or (e) is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall be entitled to contribution, except to the extent that contribution is not permitted under Section 11(f) of the Securities Act. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the parties' relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable considerations appropriate under the circumstances. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (h) Purchaser shall not be obligated to register any Shareholder Shares pursuant to this Article VIII at any time when the resale provisions of Rule 144 promulgated under the Securities Act are available to the Shareholders without limitation as to volume. (i) If Purchaser shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, Purchaser covenants that it will timely file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if Purchaser is not required to file such reports, it will, upon the request of any holder of Shares, make publicly available other 38 information contemplated by Rule 144 under the Securities Act). From and after such time as Purchaser is required to file reports and other documents with the SEC pursuant to the Exchange Act, so long as any holder owns Shares that have not been registered under the Securities Act, Purchaser shall furnish to such holder upon request a written statement by Purchaser as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of Purchaser, and such other reports and documents so filed as such holder may reasonably request in availing himself of any rule or regulation of the SEC allowing him to sell any such Shares without registration.

Registration. (a) Each If at any time that after the Closing the Company proposes for any reason to Register register any of its securitiesCommon Stock under the Securities Act for sale to the public (such sale being hereinafter referred to as a "Public Offering"), other than pursuant except with respect to a Registration Statement registration statements on Form S-4 Forms ▇-▇, ▇-▇ or Form S-8 or similar or successor formstheir then equivalents, the Company shall promptly each such time it will give written notice of such proposed Registration to the HolderSubscribers of its intention so to do. Upon the written request of a Subscriber, which shall offer received by the Holder Company within 30 days after the right to request inclusion giving 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 include in such Public Offering any of its Conversion 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 efforts to cause all such Registrable Securities the Conversion Stock to be Registeredincluded in the securities to be sold in such Public Offering, all to the extent required requisite to permit the sale or other disposition as set forth by such Subscriber (in the accordance with its written request. (d) Notwithstanding of such Conversion Stock. If the forgoing, if Public Offering is an underwritten public offering and the managing underwriter determines in good faith 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 which the respective holders proposed Company proposes to include. The offer under such registration statement, together with the number of shares of Conversion Stock and other shares of Common Stock that are so excluded from the Registration Statement shall requested to be withheld from the market included in such registration statement by the holders thereof of securities having registration rights similar to those of this Section 5(a), exceeds the number of shares of equity securities it is advisable to offer and sell at such time, then the number of shares to be sold by the Company, the Subscribers and such other shareholders after such reduction shall be allocated among the Company, the Subscribers and such other shareholders such that the Company shall have the right to have offered no less than 75% of the original number of shares proposed or requested by the Company to be registered. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 5(a) without thereby incurring any liability to the Subscribers. (b) As a condition to the inclusion of shares of Registered Stock in any registration statement, the Subscribers will furnish to the Company such information with respect to them and their plan of distribution of such shares as is required to be disclosed in the registration statement (and the prospectus and all amendments thereto included therein) by the applicable rules, regulations and guidelines of the Commission. (c) The Company and the Subscribers agree to enter into a written agreement with the managing underwriter in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of the Company's size and investment stature and their shareholders. (i) The Company will indemnify and hold harmless the Subscribers and each other person, if any who controls the Subscribers within the meaning of the Securities Act or the Exchange Act from and against any and all losses, claims, damages, liabilities and legal and other expenses including costs of investigation caused by any untrue statement or alleged untrue statement of a periodmaterial fact contained in any registration statement under which the Registered Stock was registered under the Securities Act, any prospectus or preliminary prospectus contained therein or any amendment, post-effective amendment or supplement 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, in light of the circumstances then existing, except insofar as such losses, claims, damages, liabilities or expenses are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to exceed 180 daysthe Subscribers and furnished to the Company in writing by the Subscribers expressly for use therein. (ii) It shall be a condition to the obligation of the Company to effect a registration of the Registered Stock under the Securities Act pursuant hereto, that the managing underwriter reasonably determines as necessary Subscribers jointly and severally indemnify and hold harmless the Company and, in order to effect the connection with an underwritten public offering, each underwriter and each person, if any, who controls the Company or the underwriter, within the meaning of the Securities Act or the Exchange Act, to the same extent as the indemnity from the Company in the foregoing paragraph, but only with reference to information relating to the Subscribers furnished to the Company or the underwriter in writing by the Subscribers expressly for use in the registration statement, any prospectus or preliminary prospectus contained therein or any amendment, post-effective amendment or supplement thereto. (iii) In case any claim shall be made or any proceeding (including any governmental investigation) shall be instituted involving any indemnified Party in respect of which indemnity may be sought pursuant to this Section 5(d), such indemnified party shall promptly notify the indemnifying party in writing of the same; provided that failure to notify the indemnifying party shall not relieve it from any liability it may have to an indemnified party otherwise than under this Section 5(d). The indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party in such proceeding and shall pay the fees and disbursements of such counsel. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and disbursements of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as aforesaid, (ii) the indemnifying party and such indemnified party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to differing interests between such indemnified party and any other party represented by such counsel in such proceeding; provided that the Company shall not be liable for the fees and disbursements of more than one additional counsel for all indemnified parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. (e) The registration of the Conversion Stock as herein provided shall be at the expense of the Company except that Subscribers shall bear the cost of any underwriters discounts, fees and expenses attributable to their shares of such Stock and the fees and expenses of any legal counsel and accountants, if any, retained by the Subscribers.

Registration. Unless otherwise expressly authorized or directed by ALT-N in a document signed by ALT-N in accordance with Section 6.27 (Execution by an Authorized Signatory), Reseller will ensure that this Agreement (including any amendments thereto) and the Sub-reseller agreement (including any amendments thereto) are not registered or filed anywhere (including without limitation, with any government authority) or otherwise disclosed to any third parties (including without limitation any government authority). Upon receipt by Reseller of written notice from ALT-N signed by ALT-N in accordance with Section 6.27 (Execution by an Authorized Signatory), Reseller shal1, at its sole cost and expense, ensure that the applicable agreements and/or documents are forthwith registered in compliance with this Section 6.25 and applicable laws with the appropriate government authority, agency or director where such registration is required to protect ALT-N’s products, software (including intellectual property rights therein), requirements or interests in the Territory. Without limiting the generality of the foregoing, Reseller shall ensure it complies with the requirements of the appropriate government authority, agency or director for seeking, obtaining and maintaining valid and current the registration of the applicable agreements and/or documents, which includes the payment of all fees, duties, stamp duties, costs, penalties and expenses associated with registering the applicable agreements and/or documents including all legal fees and any renewal requirements. In addition Reseller shall ensure that: (a) Each time that contemporaneously with the Company proposes for any reason to Register any execution 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 this Agreement Reseller 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 advise ALT-N 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 of: (i) such agreements and/or documents it intends to file with all confidential and commercial terms from such agreements and/or documents redacted (the Registrable Securities “Redacted Document”) and (ii) the Other Shares proposed applicable government authority, agency or director the Reseller intends to file the Redacted Documents with, for ALT-N’s written approval prior to any such registration; (b) during the term of this Agreement and any renewal of the term Reseller shall immediately upon Reseller becoming aware of a registration requirement to protect ALT-N’s products, software (including intellectual property rights therein), requirements or interests in the Territory advise ALT-N in writing of such agreements and/or documents and/or any amendments thereto it intends to file with all confidential and commercial terms from such agreements and/or documents redacted (the “Supplemental Documents”) and specify the applicable government authority, agency or director the agreements and/or documents will be registered, pro rata, based on filed with for ALT-N’s written approval prior to any such registration; (c) during the number term of shares this Agreement and any renewal of Common Stock the respective holders proposed to include. The shares term of Common Stock that this Agreement and/or any agreements and/or documents and/or Redacted Document and/or Supplemental Documents or any amendments thereto are so excluded from the Registration Statement shall be withheld from the market not registered or filed anywhere unless expressly authorized or directed by the holders thereof for ALT-N in a period, not to exceed 180 days, document signed by ALT-N in accordance with Section 6.27 (Execution by an Authorized Signatory); (d) within five (5) days after receiving ALT-N’s express written authorization in accordance with Subsection (c) provide ALT-N with written confirmation that the managing underwriter reasonably determines as agreement and/or documents and/or amendments or any part thereof specifically approved by ALT-N has been filed and/or stamped with the appropriate government authority and provide copies to ALT-N of all such filed and/or stamped agreement and/or documents and/or amendment; and (e) it takes all necessary steps to prevent the government authority from disclosing any of the agreement or document filed or any terms with respect to the agreement or document (including any amendments thereto) or any documents to any third party. Reseller shall defend and indemnify ALT-N against all claims, actions, judgments, damages, fines, costs, duty and other expenses, including without limitation, any and all registration fees, penalty fees and lawyer's fees and disbursements relating to the obligations set out in order this Section 6.25 including but not limited to effect Reseller’s failure to comply with the underwritten public offeringrequirements set out herein. For clarity, Reseller acknowledges and agrees that Reseller and not ALT-N is responsible and liable for the payment of any and all stamp duties in the Territory regardless of the laws of the Territory.

Registration. (a) Each time The Tenant hereby covenants and agrees that neither the Company proposes for Tenant nor anyone on the Tenant's behalf or claiming under the Tenant shall register this Lease or any reason assignment or sublease of this Lease or any document evidencing any interest of the Tenant in the Lease or the Leased Premises. If the covenant contained in this Section 14.19(a) is breached, this Lease and the Term shall, at the option of the Landlord upon Notice to Register the Tenant, forthwith become forfeited and terminated and the Landlord may thereupon re-enter and repossess the Leased Premises in accordance with Article XIII of this Lease. The Tenant acknowledges that 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 breach of such proposed Registration covenant may occasion substantial costs to the HolderLandlord. The Tenant shall indemnify the Landlord and save it harmless from and against any loss, which shall offer claim, action, damages, liability and expenses arising in connection with any breach by the Holder the right to request inclusion Tenant of any Registrable Securities in the proposed Registrationsuch covenant. (b) The Holder shall have 10 days from Notwithstanding Section 14.19(a),if either party intends to register a document for the receipt purpose only of giving notice of this Lease or of any permitted Transfer, then upon request of such notice party the Landlord shall cause to deliver to the Company be executed a written request specifying the number short form of shares of Registrable Securities such Holder intends to sell this Lease ("Short Form"), and the HolderTenant shall join therein, solely for the purpose of supporting an application for registration of notice of this Lease or of any permitted Transfers. The form of the Short Form and of the application to register notice of this Lease or of any permitted Transfer shall: (i) be prepared by the Landlord or its solicitors at the Tenant's intended plan expense; and (ii) only describe the registered owner of dispositionthe Lands, the Tenant, the Leased Premises, the Commencement Date, the expiration of the Term and any renewal options. (c) Upon receipt The Short Form shall contain a provision whereby the Tenant constitutes and appoints the Landlord or its nominee as the agent and attorney of a written request the Tenant for the purpose of executing any instruments in writing required from the Tenant to give effect to the provisions of Section 12.01 of the Lease, including the right to make application at any time and from time to time register postponements of this Lease or the Short Form in favour of any Mortgage pursuant to Section 9.2(b)12.02. All costs, expenses and taxes necessary to register or file the Company application to register notice of this Lease or of any permitted Transfer shall promptly use its best efforts be the sole responsibility of the Tenant, and the Tenant will complete any necessary affidavits required for registration purposes, including affidavits necessary to cause all such Registrable Securities register the power of attorney from time to time as may be Registered, to the extent required to permit sale or disposition as set forth in the written requestgive effect to this Section. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises in writing that the inclusion Short Form may be executed and delivered after the execution and delivery of all Registrable Securities proposed this Lease, none of the terms of this Lease shall be considered to have been superseded thereby or no longer in effect, but rather this Lease shall continue in full force and effect and continue to enure to the benefit of and be included in binding upon the Registration Statement, together with any other issued and outstanding shares parties to this Lease. To the extend that the terms 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 Short Form are inconsistent with the successful marketing terms of this Lease, the securities proposed to be included in the underwritten public offering, then the number terms of such shares of Common Stock to be included in such Registration Statement this Lease 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 offeringgovern.

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. (ai) Each Upon the written demand of any Warrant Holder to the Issuer (a "Demand") at any time and from time to time after the Closing Date requesting that the Company proposes for any reason to Register any Issuer effect the registration under the Securities Act of its securities, other than pursuant to a Registration Statement on Form S-4 Warrants or Form S-8 or similar or successor formsNon-Public Warrant Shares of such Warrant Holder, the Company shall Issuer will promptly give written notice (a "Demand Notice") of such proposed Registration Demand to all other Warrant Holders. Each other Warrant Holder may request that the Issuer effect the registration under the Securities Act of additional Warrants or Non-Public Warrant Shares of such Warrant Holder by delivering written notice to the HolderIssuer specifying such number of Warrants or Non-Public Warrant Shares within 20 days of receipt of the Demand Notice. In the event that the Issuer receives requests for the registration under the Securities Act of at least an aggregate of 20% of the Warrants or Non-Public Warrant Shares (or if less than an aggregate of 20% of the Warrants or Non-Public Warrant Shares are outstanding, the remainder of the Warrants and Non-Public Warrant Shares then outstanding) within such 20-day period the Issuer shall give written notice (a "Registration Notice") to all Warrant Holders and holders of unregistered Equity Warrant Shares that the Issuer will be filing a registration statement pursuant to this subsection 15(a) and will thereupon use its reasonable best efforts promptly to effect the registration under the Securities Act of (i) the Warrants or Non-Public Warrant Shares which shall offer Warrant Holders have requested to be registered within 20 days of the Holder Demand Notice, (ii) additional Warrants and Non-Public Warrant Shares which Warrant Holders have requested to be registered within 10 days of the Registration Notice and (iii) unregistered Equity Warrant Shares which the holders thereof have requested to be registered within 10 days of the Registration Notice. Promptly within 20 days of the Registration Notice, the Issuer will notify all Warrant Holders whose Warrants or Non-Public Warrant Shares are to be included in the registration and all holders of unregistered Equity Warrant Shares whose unregistered Warrant Shares are to be included in the registration of the number of additional Warrants, Non-Public Warrant Shares and unregistered Equity Warrant Shares requested to be included therein. (ii) If the registration of which the Issuer gives notice pursuant to subsection 15(a)(i) is for an underwritten public offering, only Warrants, Non-Public Warrant Shares and unregistered Equity Warrant Shares which are to be included in the underwriting may be included in such registration, and the selling Warrant Holders shall, after reasonable consultation with the Issuer, have the right to request inclusion designate the managing underwriter(s) in any such underwritten public offering with the consent of the Issuer (which consent shall not be unreasonably withheld). Notwithstanding any other provision of this Section 15(a), if the underwriter advises the Warrant Holders and holders of Equity Warrant Shares in writing that marketing factors require a limitation of the number of Warrants, Warrant Shares and Equity Warrant Shares to be underwritten, then (A) the maximum number of Warrants, Warrant Shares and Equity Warrant Shares to be sold pursuant to such registration shall not exceed the maximum number of Warrants, Warrant Shares and Equity Warrant Shares which the managing underwriter then considers, in good faith, to be appropriate based on market conditions and other relevant factors (including pricing) (the "Maximum Number") and (B) if the total quantity of Warrants, Warrant Shares and Equity Warrant Shares desired to be sold exceeds the Maximum Number, the Warrant Holders shall be entitled to include in the offering the full amount of Warrants and Warrant Shares which they desire to include, provided that if the Maximum Number is insufficient to cover the full amount which the Warrant Holders desire to include, the Warrant Holders, as a group, shall be entitled to sell up to the Maximum Number in proportion to the amount of Warrants and Warrant Shares that each proposes to sell. Only after the Warrant Holders have been entitled to include the full amount of Warrants and Warrant Shares which they desire to include shall the holders of Equity Warrant Shares be entitled to sell Equity Warrant Shares up to the Maximum Number, and, if the Maximum Number is insufficient to cover the full amount which the holders of Equity Warrant Shares desire to include, the holders of Equity Warrant Shares shall be entitled to sell up to the Maximum Number in proportion to the amount of Equity Warrant Shares that each proposes to sell. Holders who include Warrants, Warrant Shares or Equity Warrant Shares in a registration pursuant to subsection 15(a) shall bear the cost of any Registrable Securities in the proposed Registrationunderwriters' discounts and commissions and transfer taxes, if any, relating to their Warrants, Warrant Shares or Equity Warrant Shares which are sold. (b) The Holder Issuer is obligated to effect any and all demand registrations under subsection 15(a) and, with respect to each such registration, the Issuer shall bear all expenses other than underwriting discounts and commissions, if any, in connection with registrations, filings or qualifications pursuant to subsection 15(a), including without limitation all registration, filing and qualification fees, printers' and accounting fees, the fees and disbursements of counsel for the Issuer and the fees and disbursements of one counsel for the selling Warrant Holders, provided that (i) a registration will not constitute a demand registration under subsection 15(a) until it has been declared effective under the Securities Act, and (ii) no Person other than holders of Warrants, Non-Public Warrant Shares and Equity Warrant Shares shall have 10 days from the receipt of such notice any right 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 dispositionhave securities included in any registration under subsection 15(a). (c) Upon receipt If, at any time after the date hereof, the Issuer proposes to register any of its securities under the Securities Act (except pursuant to a registration statement filed on Form S-8 or Form S-4 or such other form as shall be prescribed under the Act for the same purposes), it will at each such time give written notice (which notice shall state the intended method of disposition thereof by the prospective sellers) to all holders of outstanding Warrants and Non-Public Warrant Shares of its intention to do so and the proposed minimum offering price per Warrant or Warrant Shares and upon the written request of any holder thereof given within 10 days after the Issuer's giving of such notice, the Issuer will use its reasonable best efforts to effect the registration of the Warrants and/or Non-Public Warrant Shares which it shall have been so requested to register by including the same in such registration statement all to the extent required to permit the sale or other disposition thereof in accordance with the intended method of sale or other disposition given in each such request. If the registration of which the Issuer gives notice pursuant to Section 9.2(b)this subsection 15(c) is for an underwritten public offering, only Warrants or Non-Public Warrant Shares which are to be included in the Company underwriting may be included in such registration, and the Issuer shall promptly have the right to designate the managing underwriter(s) in any such underwritten public offering; provided that (i) the Issuer shall use its best efforts to cause all such Registrable Securities the managing underwriter(s) to include the Warrants or Non-Public Warrant Shares requested to be Registeredincluded in the registration in the underwriting; (ii) if the managing underwriter(s) advises the holders of the Warrants or Non-Public Warrant Shares in writing that the total amount of securities which they and the Issuer intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, the amount of securities to be offered for the accounts of all holders or Warrants and Non-Public Warrant Shares shall be reduced pro rata (based upon the amount of securities each such Person sought to include in the offering) to the extent required necessary to permit sale or disposition as set forth reduce the total amount of securities to be included in the written requestoffering to the amount recommended by such managing underwriter(s) (which amount may be zero, if so recommended by such managing underwriter(s). Any registration statement filed pursuant to this subsection 15(c) may be withdrawn at any time at the discretion of the Issuer. (d) Notwithstanding the forgoing, if the managing underwriter determines and advises If a registration under subsection 15(a) or 15(c) shall be in writing that the inclusion of all Registrable Securities proposed to be included in the Registration Statement, together connection 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 an underwritten public offering, then each holder of Warrants or Non-Public Warrant Shares shall be deemed to have agreed by acquisition of such Warrants or Non-Public Warrant Shares not to effect any sale or distribution, including any sale pursuant to Rule 144 or Rule 144A, of any Warrants or Non-Public Warrant Shares, and to use such holder's reasonable best efforts not to effect any such sale or distribution of any other equity security of the Issuer or of any security convertible into or exchangeable or exercisable for any equity security of the Issuer (other than as part of such underwritten public offering) within seven days before or 90 days after the effective date of such registration statement (and the Issuer hereby also so agrees and agrees to cause each holder of any equity security, or of any security convertible into or exchangeable or exercisable for any equity security, of the Issuer purchased from the Issuer at any time other than in a public offering, so to agree). (e) As a condition to the inclusion of a holder's Warrants or Non-Public Warrant Shares in any registration statements, each such holder of Warrants or Non-Public Warrant Shares requesting registration thereof will furnish to the Issuer such information with respect to such holder as is required to be disclosed in the registration statement (and the prospectus included therein) by the applicable rules, regulations and guidelines of the Commission promptly upon the Issuer's request for such information. Failure of a holder to furnish such information or agreement shall not affect the obligation of the Issuer under this Section 15 to the remaining holders who furnish such information. (f) If and whenever the Issuer is required under this Section 15 to use its reasonable best efforts to effect the registration of Warrants or Non-Public Warrant Shares under the Securities Act, the Issuer shall: (i) as expeditiously as possible and subject to the limitations set forth in subsections 15(a) and 15(c), prepare and file with the Commission a registration statement on the appropriate form with respect to such Warrants or Non-Public Warrant Shares and use its best efforts to cause such registration statement to become effective as soon as practicable after such filing; (ii) as expeditiously as possible, prepare and file with the Commission such amendments and supplements (including post-effective amendments and supplements) to the registration statement covering such Warrants or Non-Public Warrant Shares and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and usable for resale for a period necessary to complete the distribution of such securities, but in no event in excess of 24 months plus any period during which the holders of Warrants or Warrant Shares are obligated to refrain from selling because the Issuer is required to amend or supplement the prospectus under subsection 15(f)(iv), and to comply with the provisions of the Securities Act with respect to the disposition of all Warrants or Non-Public Warrant Shares covered by such registration statement during such period in accordance with the intended method of disposition of the sellers set forth therein; (iii) as expeditiously as possible, furnish to each seller of such Warrants or Non-Public Warrant Shares registered, or to be registered under the Securities Act, and to each underwriter, if any, of such Warrants or Non-Public Warrant Shares such number of copies of a prospectus and preliminary prospectus in conformity with the requirements of the Securities Act, and such shares other documents as such seller or underwriter may reasonably request in order to facilitate the public sale or other disposition of Common Stock such Warrants or Non-Public Warrant Shares; (iv) as expeditiously as possible, notify each seller of such Warrants or Non-Public Warrant Shares if, at any time when a prospectus relating to such Warrants or Non-Public Warrant Shares, is required to be delivered under the Securities Act, any event shall have occurred as a result of which the prospectus then in use with respect to such Warrants or Non-Public Warrant Shares would include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or for any other reason it shall be necessary to amend or supplement such prospectus in order to comply with the Securities Act and prepare and furnish to all sellers as promptly as possible, and in any event within ninety (90) days of such notice, a reasonable number of copies of a supplement to or an amendment of such prospectus which will correct such statement or omission or effect such compliance; (v) as expeditiously as possible, use its reasonable best efforts to register or qualify such Warrants or Non-Public Warrant Shares under such other securities or blue sky laws of such jurisdictions as such seller shall reasonably request and do any and all other acts and things which may be reasonably necessary to enable such seller to consummate the public sale or other disposition in each such jurisdiction of the Warrants or Non-Public Warrant Shares owned by such seller and included in such Registration Statement registration statement, provided that the Issuer shall not be required to consent to the general service of process or to qualify to do business in any jurisdiction where it is not then qualified; (vi) use its reasonable best efforts to keep the holders of such Warrants or Non-Public Warrant Shares informed of the Issuer's best estimate of the earliest date on which such registration statement or any post-effective amendment or supplement thereto will become effective and will promptly notify such holders and the managing underwriters, if any, participating in the distribution pursuant to such registration statement of the following: (A) when such registration statement or any post-effective amendment or supplement thereto becomes effective or is approved; (B) of the issuance by any competent authority of any stop order suspending the effectiveness or qualification of such registration statement or the prospectus then in use or the initiation or threat of any proceeding for that purpose; and (C) of the suspension of the qualification of any Warrants or Non-Public Warrant Shares included in such registration statement for sale in any jurisdiction; (vii) make available to its security holders, as soon as practicable, an earnings statement covering a period of at least twelve months which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (viii) cooperate with the sellers of such Warrants or Non-Public Warrant Shares and the underwriters, if any, of such Warrants or Non-Public Warrant Shares; give each seller of such Warrants or Non-Public Warrant Shares, and the underwriters, if any, of such Warrants or Non-Public Warrant Shares and their respective counsel and accountants, such access to its books and records and such opportunities to discuss the business of the Issuer with its officers and independent public accountants as shall be reducednecessary to enable them to conduct a reasonable investigation within the meaning of the Securities Act and, 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 event that Warrants or Non-Public Warrant Shares proposed are to be registeredsold in an underwritten offering, pro rataenter into an underwriting agreement containing customary representations and warranties, based on covenants, conditions and indemnification provisions, including without limitation the number furnishing to the underwriters of shares a customary opinion of Common Stock independent counsel to the respective holders proposed to include. The shares of Common Stock that are so excluded Issuer and a customary "comfort" letter from the Registration Statement shall be withheld from Issuer's independent public accountants; (ix) provide a CUSIP number for all Warrants and Non-Public Warrant Shares not later than the market by effective date of 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; (x)

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. (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.

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 securities, other than pursuant to Common Stock on a Registration Statement on Form S-4 or Form S-8 form S-3 or similar or successor formsshort form registration statement, 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 reasonable fees and expenses of a single 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 Holder, which total amount of securities entitled to be included therein owned by each selling shareholder). The obligations of the Company under this paragraph 10 shall offer terminate with respect to a Holder of Shares when such Shares become eligible for resale in accordance with Rule 144 under the Holder the right Securities Act of 1933 within a three month period without restrictions as to request inclusion of any Registrable Securities in the proposed Registrationvolume. (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 extent required 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 permit sale such filing or disposition as set forth (B) if information in such registration statement or prospectus concerning a particular selling Holder has changed and such Holder or the written requestunderwriters, if any, shall reasonably object. If a Holder objects to the filing of the Registration Statement (which objection must be delivered to the Company in writing), the Company may remove such Holder's Shares from the offering and proceed to file with no further obligation to such Holder hereunder. (dii) Notwithstanding Prepare and file with the forgoing, if Commission such amendments and post-effective amendments to such registration statement as may be necessary to keep such registration statement effective during the managing underwriter determines period referred to in Section 10(b)(i) and advises in writing that 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 the Registration Statementsupplemented by any required prospectus supplement, together with any other issued and outstanding shares of Common Stock proposed as so supplemented 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 filed with the successful marketing Commission pursuant to Rule 424 under the Securities Act. (iii) Furnish to the selling Holder(s) such numbers of the securities proposed to be included in the underwritten public offering, then the number copies of such shares of Common Stock to be registration statement, each amendment thereto, the prospectus included in such Registration Statement shall be reducedregistration statement (including each preliminary prospectus), each supplement thereto 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 other documents as they may reasonably determines as necessary request in order to effect facilitate the underwritten public offeringdisposition 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

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. 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 October _____, 1998. 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. (a) Each time Upon the occurrence of any Subsequent Triggering Event that occurs prior to an Exercise Termination Event, Issuer shall, subject to Section 6(d) hereof, at the Company proposes for request of Grantee delivered within twelve (12) months (or such later period as provided in Section 10 hereof) of such Subsequent Triggering Event (whether on its own behalf or on behalf of any reason to Register subsequent holder of this Option (or part thereof) or any of its securitiesthe shares of Common Stock issued pursuant hereto), other than promptly prepare, file and keep current a shelf registration statement under the Securities Act covering this Option and any shares issued and issuable pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms, the Company this 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 reasonable best efforts to cause all such Registrable Securities registration statement to be Registered, to the extent required become effective and remain current in order to permit the sale or other disposition as set forth in the written request. (d) Notwithstanding the forgoing, if the managing underwriter determines of this Option 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 issued upon total or partial exercise of Registrable Securities this Option (such other shares hereinafter collectively referred to as the "Other Option Shares") in accordance with any plan of disposition requested by Grantee. Issuer will use its reasonable best efforts to cause such registration statement promptly to become effective and then to remain effective for a period not in excess of 180 days from the day such registration statement first becomes effective or such shorter time as may be reasonably necessary, in the judgment of the Grantee or the Holder, to effect such sales or other dispositions. Grantee shall have the right to demand two such registrations. The Issuer shall bear the costs of such registrations (including, but not limited to, Issuer's attorneys' fees, printing costs and filing fees, except for underwriting discounts or commissions, brokers' fees and the fees and disbursements of Grantee's counsel related thereto). The foregoing notwithstanding, if, at the time of any request by Grantee for registration of the Option or Option Shares as provided above, Issuer is in registration with respect to an underwritten public offering by Issuer of shares of Common Stock, and if in the good faith judgment of the managing underwriter or managing underwriters, or, if none, the sole underwriter or underwriters, of such offering the inclusion of the Option or Option 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 offered by Issuer, the number of Option Shares otherwise to be covered in the registration statement contemplated hereby may be reduced to the extent necessary to eliminate such condition; provided, however, that if such reduction occurs (including a reduction to zero), then Issuer shall file a registration statement for the balance as promptly as practicable thereafter as to which no reduction pursuant to this Section 6 shall be permitted to occur and the Holder shall be deemed not to have made an additional registration demand and the twelve (12) month period referred to in the first sentence of this section shall be increased to twenty-four (24) months. Each such Holder shall provide all information reasonably requested by Issuer for inclusion in any registration statement to be filed hereunder. If requested by any 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 itself in respect of representations, warranties, indemnities and other agreements customarily included in such Registration Statement shall be reducedunderwriting agreements for Issuer. Upon receiving any request under this Section 6 from any Holder, and shares of Common Stock shall be excluded from such underwritten public offering in Issuer agrees to send a number deemed necessary by such managing underwriter, by excluding equal numbers of (i) the Registrable Securities and (ii) the Other Shares proposed copy thereof to any other person known to Issuer to be registeredentitled to registration rights under this Section 6, pro ratain each case by promptly mailing the same, based on postage prepaid, to the address of record of the persons entitled to receive such copies. Notwithstanding anything to the contrary contained herein, in no event shall the number of shares registrations that Issuer is obligated to effect be increased by reason of the fact that there shall be more than one Holder as a result of any assignment or division of this Agreement. (b) In the event that Grantee 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) hereof shall occur substantially simultaneously with the respective holders exercise of the Option. (c) If the Common Stock or the class of any other securities to be acquired upon exercise of the Option are then listed on the New York Stock Exchange ("NYSE") or any national securities exchange, Issuer, upon the request of the Holder, shall promptly file an application to list the Common Stock or other securities to be acquired upon exercise of the Option on NYSE or such exchange and will use its reasonable best efforts to obtain approval of such listing as soon as practicable. (d) Issuer may delay any registration of the Option or Option Shares required pursuant to Section 6(a) hereof for one period not in excess of 90 consecutive calendar days if, in the reasonable good faith judgment of Issuer, such registration would materially and adversely affect a proposed merger, consolidation or similar transaction (including through the premature disclosure thereof) or offering or contemplated offering of other securities by Issuer. (e) Issuer shall indemnify and hold harmless the Holder and its controlling persons (as defined in Section 20 of the Exchange Act) in connection with any material misstatement or omission in the registration statement for any such registration under this Section 6 except to includethe extent arising from written information provided by the Holder specifically for inclusion in such registration statement. The shares of Common Stock that are so excluded Holder shall indemnify and hold harmless the Issuer and its controlling persons in connection with any material misstatement or omission in any such registration statement to the extent arising from the Registration Statement shall be withheld from the market written information provided by the holders thereof Holder specifically for a period, not to exceed 180 days, that the managing underwriter reasonably determines as necessary inclusion in order to effect the underwritten public offeringsuch registration statement.

Registration. (a) Each time that The Company shall use its reasonable best efforts to file, within six months after the effective date of the first registration statement for a public offering of securities of the Company proposes for any reason to Register any of its securities, (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan approved by the Board of Directors of the Company or an SEC Rule 145 transaction approved by the Board of Directors of the Company) (the “IPO”), a registration statement under the Act (the “Registration Statement”) covering the registration of the Registrable Securities then outstanding. The Company shall notify each Holder of the proposed filing at least 20 days prior to the filing of the Registration Statement on Form S-4 (such notice, the “Notice to Holders”). The Holders acknowledge and agree that all of the Registrable Securities of such Holders (other than any Holder that notifies the Company within 10 days of the giving of the Notice to Holders that such Holder does not want part or Form S-8 or similar or successor formsall of the Holder’s Registrable Securities included in the Registration Statement and specifies the number of shares to be excluded from the Registration Statement (such notice, an “Opt Out Notice”)), shall be included in the Registration Statement. The Holders whose Registrable Securities are included in the Registration Statement are referred to in this Agreement as “Registering Holders.” Notwithstanding the foregoing and the other provisions of this Section 5, the Company shall promptly give written notice not have any obligation to file any Registration Statement hereunder if the Company has received Opt Out Notices covering more than 35% of such proposed Registration the Registrable Securities. Subject to the Holderlimitations of this Section 5.2, which shall offer the Holder the right to request inclusion Company may also include shares of any Registrable Securities its capital stock in the proposed Registrationsuch registration. (b) If Registering Holders holding a majority in interest of the Registrable Securities covered by the Registration Statement intend to distribute such Registrable Securities by means of an underwriting, they shall so advise the Company in writing. The underwriter will be selected by Registering Holders of a majority in interest of the Registrable Securities covered by the Registration Statement and shall be reasonably acceptable to the Company. In such event, the right of any Registering Holder to include the Registering Holder’s Registrable Securities in such registration shall have 10 days from be conditioned upon such Registering Holder’s participation in such underwriting and the receipt inclusion of such notice to deliver Registering Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by Registering Holders holding a majority in interest of Registrable Securities covered by the Registration Statement) to the extent provided herein. In such event, all Registering Holders shall (together with the Company as provided in subsection 5.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 5.2, if the underwriter advises the Registering Holders in writing that marketing factors require a written request specifying limitation of the number of shares to be underwritten then 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 may be included in the Registration Statementunderwriting shall be allocated among all Registering Holders, together with any other issued and outstanding shares of Common Stock proposed in proportion (as nearly as practicable) to be included therein by holders other than the holders amount 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 offeringCompany owned by each Registering Holder; provided, then however, that the number of such shares of Common Stock Registrable Securities to be included in such Registration Statement underwriting shall not be reducedreduced unless all other securities are first entirely excluded from the underwriting; provided, further, that notwithstanding the foregoing, if the University of Washington (the “University”) requests, pursuant to the Restricted Stock Purchase Agreement dated October 20, 2000 between the University and the Company, to include in a registration pursuant to this Section 5.2 shares of the Company’s Common Stock shall be excluded from such underwritten public offering in a number deemed necessary held by such managing underwriterthe University (the “UW Shares”), 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 securities to include. The shares of Common Stock that are so excluded from the Registration Statement be registered in such registration shall be withheld from allocated among the market Registering Holders and the University in proportion (as nearly as practicable) to the amount of the Company’s securities held by each Registering Holder and the holders thereof for a periodUniversity, not to exceed 180 days, provided that the managing underwriter reasonably determines as necessary number of UW Shares shall not be reduced below twenty percent (20%) of the number of securities to be registered in order to effect the underwritten public offeringsuch registration.

Registration. (a) Each time that If the Company at any time proposes for to register 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, Common Stock under the Company shall promptly give written notice of such proposed Registration Securities Act for sale to the Holderpublic, which shall offer whether for its own account or for the Holder account of other securityholders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering 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 Shares for sale 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(bpublic), the Company shall promptly will 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 Shares issuable in respect 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 Warrants then outstanding to be included in the Registration Statement, together with any other issued and outstanding shares of Common Stock securities to be covered by the registration statement proposed to be included therein filed by holders other than the holders of Registrable Securities Company (such other shares hereinafter collectively referred to as the "Other SharesRegistration Statement"), would interfere with all to the successful marketing extent requisite to permit the sale or other disposition by the holder of such Shares so registered. In the securities proposed event that any registration pursuant to be included this Agreement shall be, in the whole or in part, an underwritten public offeringoffering of Common Stock, then the number of such shares of Common Stock Shares to be included in such Registration Statement shall an underwriting may 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 reduced (i) pro rata among 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 shall have the right to have Common Stock included in such Registration Statement shall be withheld from Statement) if and to the market by the holders thereof for a period, not to exceed 180 days, extent that the managing underwriter reasonably determines shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company or the selling securityholders therein. The Company shall not be required to include the Shares of any holder unless the holder accepts in advance such terms of the underwriting as necessary in order may be agreed upon by the Company and the managing underwriter, including, without limitation, any "lock-up" and indemnification provisions. The holder shall comply with such other requirements as may be imposed by the managing underwriter to effect an orderly distribution of the underwritten public offeringShares. Notwithstanding the foregoing provisions, the Company may withdraw any Registration Statement without thereby incurring any liability to the holders of Shares.

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 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 not less than 10 days 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, prior to filing the registration statement, (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 commercially 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 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 commercially reasonable 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 similar 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 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, 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). (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) ninety (90) 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 shall use reasonable efforts to effect the registration of all of the Registrable Securities of the Holders, as soon as reasonably practicable after Closing, but in no event later than 5 days after the Closing Date, on such form of Registration Statement and in such a manner as shall be necessary or desirable to enable the plan of distribution of the Registrable Securities set forth in Exhibit A attached hereto selected by the Company, the Seller Parent, and any underwriter participating in the offer and sale of Registrable Securities. Without limiting the generality of the foregoing, the Company shall: (a) Each prepare and file with the SEC a Registration Statement with respect to such securities and use reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after Closing, but in no event later than 5 days after the Closing Date and to remain effective for a period of time required for the disposition of all the Registrable Securities required to be sold by the Holders thereof but not to exceed ninety (90) days; provided, however, that before filing such Registration Statement or any amendments or supplements thereto, the Company shall, if requested, furnish to counsel of Seller Parent (and, if applicable, each underwriter or prospective underwriter selected by Seller Parent, to underwrite the Sell-Down of the Sell-Down Shares (such underwriters and (prior to effectiveness of such Registration Statement, prospective underwriters, are referred to herein as the “Underwriters”)) copies of all documents proposed to be filed, which documents shall be subject to the review of such counsel, and shall in good faith consider incorporating in each such document such changes as such counsel to Seller Parent (and the Underwriters, as applicable) reasonably and in a timely manner may suggest; provided, however, that the Company proposes for shall not have any reason obligation to Register so modify 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.information; (b) The Holder shall have 10 days from prepare and file with the receipt SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such Registration Statement until the earlier of such notice time as all of such securities have been disposed of in a public offering or the expiration of ninety (90) days; (c) furnish to deliver such Seller Parent (and the Underwriters, as applicable) such number of conformed copies of the applicable Registration Statement and each such amendment and supplement thereto (including in each case all exhibits), such number of copies of the prospectus contained in such Registration Statement (including each preliminary prospectus and any summary prospectus) and any other prospectus, in conformity with the requirements of the Securities Act, and such other documents, as Seller Parent (or the Underwriters, as applicable) may reasonably request; (d) use reasonable efforts to register or qualify the Registrable Securities or other securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions within the United States and its territories and possessions as Seller Parent (or the Underwriters, as applicable) shall reasonably request, to keep such registration or qualification in effect until all of the Registrable Securities are sold, and to take any other action which may be reasonably necessary or advisable to enable the Holders to consummate the disposition in such jurisdictions of the securities owned by such Holders (provided, however, that the Company shall not be required in connection therewith or as a written request specifying condition thereto to qualify to do business as a foreign corporation, subject itself to taxation in or to file a general consent to service of process in any jurisdiction where it would not, but for the number requirements of this paragraph (d), be obligated to do so) and do such other reasonable acts and things as may be required of it to enable such Holders to consummate the disposition in such jurisdiction of the securities covered by such Registration Statement; (e) use reasonable efforts to furnish, on the date that the shares of Registrable Securities are delivered to the Underwriters for sale pursuant to such Holder intends registration, (1) a signed opinion (including disclosure statement), dated such date, of the independent legal counsel representing the Company for the purpose of such registration, addressed to sell Underwriters, and (2) letters dated such date and the Holder's intended plan date the offering is priced from the independent certified public accountants of disposition.the Company, addressed to the Underwriters, in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, in such a transaction; (cf) Upon receipt enter into customary agreements (including if the method of a written request pursuant distribution is by means of an underwriting, an underwriting agreement containing representations, warranties and indemnities in customary form) and take such other actions as are reasonably required in order to Section 9.2(b), expedite or facilitate the Company shall promptly disposition of such Registrable Securities; (g) otherwise use its best reasonable efforts to comply with all applicable rules and regulations promulgated by the SEC; (h) use reasonable efforts to cause all such Registrable Securities to be Registered, to listed on each securities exchange or quotation system on which the extent required to permit sale Common Stock are listed or disposition as set forth in the written request.traded; (di) Notwithstanding give written notice to Seller Parent (and the forgoing, if the managing underwriter determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the Underwriters): (i) when such Registration Statement, together the prospectus or any amendment or supplement thereto has been filed with the SEC and when such Registration Statement or any other issued and outstanding shares post-effective amendment thereto has become effective; (ii) of any request by the SEC for amendments or supplements to such Registration Statement or the prospectus included therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Common Stock proposed to be included therein by holders other than for sale in any jurisdiction or the holders initiation or threatening of Registrable Securities any proceeding for such purpose; and (such other shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing v) of the securities proposed happening of any event that requires the Company to be included in the underwritten public offering, then the number of such shares of Common Stock to be included make changes in such Registration Statement or such prospectus in order to make the statements therein, in light of the circumstances in which they were made, not misleading (which notice shall be reducedaccompanied by an instruction to suspend the use of such prospectus until the requisite changes have been made); (j) use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Registration Statement at the earliest possible time; (k) furnish to each Holder, without charge, at least one copy of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those, if any, incorporated by reference); (l) upon the occurrence of any event contemplated by Section 2.1(i)(v) above, promptly prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus or file any other required document so that, as thereafter delivered to the Holders, the prospectus shall not contain an untrue statement 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. If the Company notifies the Holders in accordance with Section 2.1(i)(v) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Holders shall suspend use of such prospectus and use reasonable efforts to return to the Company all copies of such prospectus other than permanent file copies then in such Holder’s possession, and shares the period of Common Stock effectiveness of such Registration Statement provided for above shall be excluded extended by the number of days from and including the date of the giving of such underwritten public offering notice to the date the Holders shall have received such amended or supplemented prospectus pursuant to this Section 2.1(l); (m) subject to the execution of confidentiality agreements satisfactory in form and substance to the Company, pursuant to the reasonable request of Seller Parent (or the Underwriters) , make reasonably available for inspection by representatives of Seller Parent (or the Underwriters), and any attorney, accountant or other agent retained by such representative or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries and cause the officers, directors and employees of the Company and its subsidiaries to supply all relevant information reasonably requested by such representative or any such underwriter, attorney, accountant or agent in connection with the registration provided that any such information inspected or discussions conducted shall be done in a number deemed manner so as not to unreasonably disrupt the operation of the Company’s business; (n) to the extent Seller Parent (or the Underwriters) determine that the failure to do so would have a material adverse effect on such offering, make appropriate officers and senior executives of the Company reasonably available to the Seller Parent (and the Underwriters) for meetings with prospective purchasers of Registrable Securities and prepare and present to potential investors customary “road show” material in each case in accordance with the recommendations of the underwriters and in all respects in a manner reasonably requested and consistent with other new issuances of securities in an offering of a similar size to such offering of the Registrable Securities; (o) use reasonable efforts to procure the cooperation of the Company’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Holders or the underwriters, if any; and (p) cooperate with the Seller Parent and the Underwriters and do all things and actions necessary or desirable to effect an ordered sell down on the Sell-Down Shares by Holders through the Underwriters. It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Agreement in respect of the Registrable Securities which are to be that Seller Parent shall furnish to the Company such managing underwriter, by excluding equal numbers of (i) information regarding the Registrable Securities and (ii) the Other Shares proposed to be registered, pro rata, based on intended method of distribution thereof as 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 Company shall reasonably request and as shall be withheld from required in connection with the market action taken 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 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.