Common use of Shelf Registration Clause in Contracts

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any 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 light of the circumstances under which they were made, not misleading.

Shelf Registration. The Company shall take the following actions: (a) The Company shall: (i) as soon as practicable, at its cost, prepare and, as promptly as practicable (but in no event more not later than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "CommissionResale Shelf Filing Deadline"), cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) and thereafter shall hereof; (ii) use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as soon required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as practicable announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement on Form S-3 (the "Conversion Shelf Registration Statement") covering the offer and sale issuance of the Transfer Restricted Securities Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (as defined in Section 5 hereofii) by the Holders thereof from time use its best efforts to time in accordance with the methods of distribution set forth in the cause such Conversion Shelf Registration Statement and Rule 415 under to become effective by the Securities Act of 1933, as amended date that is one year after the Closing Date (the "Securities ActFirst Conversion Date") and (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasersiii) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the such Conversion Shelf Registration Statement continuously effective in order to permit until the prospectus included therein earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the "Prospectus") to be lawfully delivered by Company determines that, notwithstanding its best efforts, the Holders of the relevant Securities, for a period of two years (or for Commission will not declare such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Conversion Shelf Registration Statement effective, the Company shall (i) have been sold pursuant thereto or file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) may use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be sold pursuant to Rule 144(k) resold by holders thereof without restrictions and without registration under the Securities Act and (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any B) such case, time as all Conversion Shares covered by such period being called the "Shelf Registration Period")registration statement have been resold pursuant thereto. The Company shall be deemed not further agrees to have used its commercially reasonable best efforts to keep supplement and amend the Conversion Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that periodStatement, unless such action is (i) as required by the applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements provisions of Section 2(h)4(b) hereof. (c) Notwithstanding No Holder of Transfer Restricted Securities may include any other provisions of this Agreement to the contrary, the Company shall cause the its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Prospectus and any amendment or supplement theretoCompany in writing, within 10 Business Days after receipt of a request therefor, such information as of the effective date of the Company may reasonably request for use in connection with such Resale Shelf Registration Statement, amendment Statement or supplement, (i) Prospectus or preliminary Prospectus included therein and in any application to comply in be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all material respects with such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact Company all information required to be stated therein or necessary disclosed in order to make the statements therein, in light of information previously furnished to the circumstances under which they were made, Company by such Holder not materially misleading.

Shelf Registration. The Company shall take the following actions: (a) The Upon the request of Sponsor Stockholder from time to time, the Company shall, at its cost, prepare and, shall use reasonable best efforts to (as promptly as reasonably practicable and, in any event, within (but i) 45 days in no event more than 90 the case of a Registration Statement on Form S-3 or (ii) 60 days after so required in the case of a Registration Statement on Form S-1) file, following the Lock-up Release Date, a Shelf Registration Statement (which shall be on Form S-3 if the Company is then S-3 Eligible) permitting the resale from time to time on a delayed or requested continuous basis pursuant to this Section 1) file with Rule 415 of the Securities Act by Sponsor Stockholder of the Registrable Securities, which shall be filed as an automatically effective Registration Statement if the Company is then eligible for such filing, and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to become effective (promptly and, in any event, no later than 60 days after such filing) and thereafter keep it effective (including by renewing or refiling upon expiration) until the expiration of the Shelf Period (as defined below). Thereafter, the Company shall, as promptly as reasonably practicable following the written request of Sponsor Stockholder for a resale of Registrable Securities (a “Takedown Request”), but no earlier than the Lock-up Release Date, file a prospectus supplement or an amendment (a “Takedown Prospectus Supplement”) to such Shelf Registration Statement filed under Rule 424 promulgated under the Securities Act as may be necessary to enable resales of the Registrable Securities pursuant to Sponsor Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article VI, use its reasonable best efforts to cause such Takedown Prospectus Supplement to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act promptly after the filing thereof and, if required, to qualify under the “blue sky” laws of 1933such jurisdictions as Sponsor Stockholder or any underwriter reasonably requests. Each Takedown Request shall specify the Registrable Securities to be Registered, as amended (their aggregate amount, and the "Securities Act") (hereinafter, intended method or methods of distribution thereof. Sponsor Stockholder agrees to provide the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by Company with such information in connection with any Shelf Registration Statement unless such Holder agrees in writing or Takedown Request as may be reasonably requested by the Company to be bound by all ensure that any Shelf Registration Statement or Takedown Prospectus Supplement complies with the provisions requirements of this Agreement applicable to such Holderthe Securities Act. (b) The Following the Lock-up Release Date, the Company shall use its commercially reasonable best efforts to keep the any Shelf Registration Statement filed pursuant to Section 6.01(a) continuously effective under the Securities Act in order to permit the prospectus included therein (the "Prospectus") Prospectus forming a part thereof to be lawfully delivered usable by the Holders Sponsor Stockholder to effect an offering of the relevant Securities, for all or a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date portion of its effectiveness or Registrable Securities (such shorter period that will terminate when all offering, a “Shelf Take-Down”) until the Securities covered by the Shelf Registration Statement earlier of (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, date as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the which there are no longer any Registrable Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement such shorter period as Sponsor Stockholder may agree in writing (such period of a material fact or omit to state a material fact required to be stated therein or necessary to make effectiveness, the statements therein, in light of the circumstances under which they were made, not misleading“Shelf Period”).

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as As promptly as practicable (but in no event more later than 90 days 60 days) after so required or requested pursuant the Company becomes eligible to this Section 1) effect a registration on Form S-3 (and provided that the Company is eligible to effect such registration at such time), the Company shall file with the SEC a Shelf Registration Statement providing for the registration and sale of all of the Registrable Securities by the Holders and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended soon as reasonably practicable thereafter (provided that the "Securities Act") (hereinafter, the "Shelf Registration"Company is eligible to effect such registration at such time); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Subject to the Company being eligible to do so under the Securities Act, the Company shall use its commercially reasonable best efforts to keep the such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus included therein (the "Prospectus") Prospectus forming a part thereof to be lawfully delivered usable by Holders until the earlier of (i) all Common Shares held by all Holders are no longer Registrable Securities and (ii) the date as of the relevant Securities, for a period of two years (or for such longer period if extended which all Registrable Securities have been sold pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have or another Registration Statement has been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) filed under the Securities Act (or any successor rule thereforebut in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) (such period of effectiveness, the “Shelf Period”). Subject to Section 2.2(c), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall not be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Period if it the Company voluntarily takes any action or omits to take any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Securities Shelf Registration Statement during that periodthe Shelf Period, unless such action or omission is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)Law. (c) Notwithstanding The Company shall be entitled to postpone (but not more than once in any six-month period), for a reasonable period of time, together with any postponement under Section 2.1(e), not in excess of 60 days (and not for periods exceeding, in the aggregate, 90 days during any twelve-month period), the filing or initial effectiveness of, or suspend the use of, a Shelf Registration Statement if the Company delivers to the Holders’ Representative a certificate signed by both the Chief Executive Officer and Chief Financial Officer of the Company certifying that, in their good faith judgment, such registration, offering or use would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain, if requested by the Holders’ Representative (and subject to their entering into a customary confidentiality obligation as to such information), a reasonably detailed statement of the reasons for such postponement or suspension and an approximation of the anticipated delay. (d) Upon a written request from any Holder (an “Initiating Holder”) to effect an offering under the Shelf Registration Statement (a “Takedown”), provided that the Company is eligible to utilize such Registration Statement at such time, the Company will, as soon as practicable, (x) deliver a written notice relating to the proposed Takedown to all other Holders and (y) promptly (and in any event not later than twenty days after receiving such Initiating Holder’s request) supplement the Prospectus included in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included in such Takedown by any other provisions Holders who notify the Company in writing within ten business days after receipt of such written notice from the Company. If the Company and/or the holders of any Other Securities request inclusion of Other Securities in a Takedown, such Other Securities shall be included in the Takedown if, and only if, inclusion of such Other Securities would not be reasonably likely to delay in any material respect the timely effectuation of the Takedown or the sale of Registrable Securities pursuant to the Takedown. In the case of a request for or effectuation of a Takedown, all references in this Agreement to the contrary, effective date of a Registration Statement shall be deemed to refer to the Company date of pricing of such Takedown and all references to registration shall cause be deemed to refer to the Takedown. (e) If any of the Registrable Securities to be sold pursuant to a Shelf Registration Statement are to be sold in a firm commitment underwritten offering, and the Prospectus and managing underwriter(s) of such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any amendment or supplement thereto, as of the effective date of the Shelf Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, amendment exceeds the total number or supplementdollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) to comply first, the Registrable Securities for which inclusion in all material respects with such underwritten offering requested by the applicable requirements Holders, pro rata (if applicable), based on the number of the Registrable Securities Act and the rules and regulations of the Commission and Beneficially Owned by each such Holder; and (ii) not to contain second, among any untrue statement holders of a material fact or omit to state a material fact required to be stated therein or necessary to make Other Securities, pro rata, based on the statements therein, in light number of the circumstances under which they were made, not misleadingOther Securities Beneficially Owned by each such holder of Other Securities.

Shelf Registration. The Company shall take the following actions: (a) The Company Issuer shall, at its cost, prepare and, as promptly as practicable : (but in no event more i) not later than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter“Shelf Registration Statement”), the "which Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) Registration Statement shall be entitled to have the provide for resales of all Transfer Restricted Securities held by it covered by such Holders that have provided the information required pursuant to the terms of Section 2(b) hereof; (ii) use its best efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective by all the provisions of this Agreement applicable to such Holder.Commission as promptly as reasonably practicable, but in no event later than 210 days after the date hereof (the “Effectiveness Target Date”); and (biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time for a period (the “Effectiveness Period”) of: (A) two years following the last date of original issuance of Notes; or (B) such shorter period that will terminate when (x) all of the Holders of Transfer Restricted Securities are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto, (y) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (iiz) not all Transfer Restricted Securities registered under the Shelf Registration Statement have been sold. (b) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in the Shelf Registration Statement pursuant to contain any untrue statement this Agreement unless such Holder furnishes to the Issuer in writing, prior to or on the 20th Business Day after receipt of a material fact request therefor (the “Questionnaire Deadline”), such information as the Issuer may reasonably request for use in connection with the Shelf Registration Statement or omit the Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state a material fact securities laws. In connection with all such requests for information from Holders of Transfer Restricted Securities, the Issuer shall notify such Holders of the requirements set forth in the preceding sentence. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless such Holder shall have provided all such reasonably requested information prior to or on the Questionnaire Deadline. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be stated therein or necessary disclosed in order to make information previously furnished to the statements therein, in light of the circumstances under which they were made, Issuer by such Holder not materially misleading.

Shelf Registration. The Company Promptly after the date hereof and in any event on or before July 21, 1999, the Issuer shall take cause to be filed the following actions: (a) The Company shallShelf Registration Statement providing for the sale by the Holders of all of the Warrant Securities in accordance with terms hereof, at and the Issuer will use its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant best efforts to this Section 1) file with cause such Shelf Registration Statement to be declared effective by the Securities and Exchange Commission (the "CommissionSEC") and thereafter shall on or before August 21, 1999. The Issuer agrees to use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement with respect to the Warrant Securities continuously effective in order so long as any Holder holds Warrant Securities until such time as each Holder has received an opinion of counsel to permit the prospectus included therein Issuer (which opinion and counsel shall be satisfactory to the "Prospectus"Holders) to be lawfully delivered by the Holders effect that each such Holder is permitted under Rule 144 to the dispose of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date all of its effectiveness or Warrant Securities without such shorter period that will terminate when all the Securities covered by registration. The Issuer further agrees to amend the Shelf Registration Statement (i) have been sold pursuant thereto if and as required by the rules, regulations or (ii) may be sold pursuant instructions applicable to Rule 144(k) under the registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act (or any successor rule therefore)rules and regulations thereunder; provided, assuming for this purpose however, that the Holders thereof are Issuer shall not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in selling Holders of Securities covered thereby not being able to offer and sell such Warrant Securities during that periodcovered thereby, unless such action is (i) permitted by this Agreement or required by under applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement Issuer has filed a post-effective amendment to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as SEC has not declared it effective. The registration pursuant to this Section 2 shall be effected by the filing of the effective date of the a Shelf Registration StatementStatement on Form S-1 or Form S-3 (provided that if Form S-3 is used, amendment or supplement, (i) to comply in all material respects with the applicable requirements of Prospectus shall contain the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact information that would have been required to be stated included therein had Form S-1 been used) or necessary on Form SB-2; provided, however, that if the intended method of disposition by the Holders is to make be an underwritten offering, the statements therein, in light Issuer shall use such form of Registration Statement as is acceptable to the circumstances under which they were made, not misleadingunderwriters.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested has prepared and filed with the SEC a Registration Statement on Form F-1 covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be Rule 415, which Registration Statement was declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933by the SEC on March 11, as amended 2009 (the "Securities ActEffectiveness Date") (hereinafter). Subject to the terms of this Shareholders' Agreement, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf such Registration Statement continuously effective in order to permit under the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from Securities Act until the date of its effectiveness or such shorter period that will terminate when on which (A) all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto sold, or (ii) may be sold without volume restrictions pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to SOF and to the Company's transfer agent and (in any such case, such period being called B) after receipt by SOF of unlegended certificates representing freely transferable Shares from the transfer agent (the "Shelf Registration Effectiveness Period"). The Company shall be deemed not After receipt of such opinion letter, all Parties agree to have used its commercially use reasonable best efforts to keep cooperate in providing the Shelf transfer agent with all documents reasonably necessary for delivery of such unlegended certificates. (b) If after the Effectiveness Date, a Registration Statement or Statements, as the case may be, ceases or cease for any reason to remain continuously effective as to all Registrable Securities for which it or they is or are required to be effective, or SOF is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, in either case, for more than thirty (30) consecutive Trading Days or more than an aggregate of sixty (60) Trading Days during the requisite any twelve (12) month period (which need not be consecutive calendar days) (any such failure or event being referred to as an "Event"), then APWC and PEWC agree that SOF will suffer irreparable damages if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company fails to meet its obligations in good faith this Section 6.1 and for valid business reasons that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Put Right described in Section 6.6 hereof shall become immediately exercisable upon the occurrence of any event contemplated by Section 2(b)(v) below, such Event and the Company thereafter complies with the requirements of Section 2(h)shall continue so long as such Event has not been cured. (c) Notwithstanding any other provisions From and after the date of this Shareholders' Agreement to until the contraryend of the Effectiveness Period, without the prior written consent of SOF, which consent shall not be unreasonably withheld or delayed, the Company shall cause the Shelf Registration Statement and the Prospectus and not enter into an agreement that grants a holder or prospective holder of any amendment or supplement thereto, as securities of the effective date of the Shelf Registration Statement, amendment Company demand or supplement, (i) incidental registration rights that by their terms are not subordinate to comply in all material respects or pari passu with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not registration rights granted to contain any 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, SOF in light of the circumstances under which they were made, not misleadingthis Shareholders' Agreement.

Shelf Registration. The Company shall take Within thirty (30) days after the following actions: (a) The Company shall, at its cost, prepare and, expiration of the 180 day period commencing as promptly as practicable of the Effective Time (but in no event more than 90 days after so required or requested pursuant prior to this Section 1) December 7, 2000), HCC shall prepare and file with the Securities SEC a "Shelf" registration statement (such registration statement including the prospectus, amendments and Exchange Commission supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement, a "Registration Statement") covering all of the shares of HCC common stock into which VCI's shares of common stock are converted as a result of the Merger (including any shares of HCC capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to such shares of HCC common stock, the "CommissionMerger Shares") and thereafter for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if HCC is not then eligible to register for resale the Merger Shares on Form S-3, in which case such registration shall be on Form S-1 or another appropriate form in accordance herewith as the Holders, by vote of the Holders of a majority of the Merger Shares, may consent). HCC shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933as promptly as possible after the filing thereof, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company and shall use its commercially reasonable best efforts to keep the Shelf such Registration Statement continuously effective in order to permit under the prospectus included therein Securities Act until the date which is two (2) years after the "Prospectus") to be lawfully delivered date that such Registration Statement is declared effective by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness SEC or such shorter period that will terminate earlier date when all the Securities Merger Shares covered by the Shelf such Registration Statement (i) have been sold pursuant thereto or (ii) may be sold without volume restrictions pursuant to Rule 144(k) under as determined by the Securities Act counsel to HCC pursuant to a written opinion letter to such effect (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Effectiveness Period"). The Company Anything to the contrary contained herein notwithstanding, HCC shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes take any action that would result in the Holders of Securities covered thereby not being able to offer and sell such Securities the Merger Shares during that periodthe Effectiveness Period, unless such action is (i) required under applicable law, as evidenced by applicable law an opinion of counsel to HCC or (ii) taken by such other evidence as the Company in good faith and for valid business reasons Holders may deem acceptable, or HCC has, upon the occurrence written advice of any event contemplated by Section 2(b)(v) belowcounsel, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement filed a post-effective amendment to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) SEC has not to contain any 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 light of the circumstances under which they were made, not misleadingdeclared it effective.

Shelf Registration. The Company shall take the following actions: (a) The Company Issuer shall, at its cost, prepare and, as promptly as practicable : (but in no event more i) not later than 90 120 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter“Shelf Registration Statement”), the "which Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) Registration Statement shall be entitled to have the provide for resales of all Transfer Restricted Securities held by it covered by such Holders that have provided the information required pursuant to the terms of Section 2(b) hereof; (ii) use its best efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective by all the provisions of this Agreement applicable to such Holder.Commission as promptly as practicable, but in no event later than 210 days after the date hereof (the “Effectiveness Target Date”); and (biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and promulgated thereunder as announced from time to time for a period (iithe “Effectiveness Period”) not of: (1) two years following the last date of original issuance of Notes; or (2) such shorter period that will terminate when (X) all of the Holders of Transfer Restricted Securities are able to contain sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any untrue statement of a material fact or omit to state a material fact required successor rule thereto, (Y) when all Transfer Restricted Securities have ceased to be stated therein outstanding (whether as a result of redemption, repurchase and cancellation, conversion or necessary otherwise) or (Z) all Transfer Restricted Securities registered under the Shelf Registration Statement have been sold. (b) No Holder may include any of its Transfer Restricted Securities in the Shelf Registration Statement pursuant to make this Agreement unless such Holder furnishes to the statements thereinIssuer in writing, in light at least ten Business Days prior to the effectiveness of the circumstances Shelf Registration Statement (the “Questionnaire Deadline”), such information as the Issuer may reasonably request for use in connection with the Shelf Registration Statement or the Prospectus or preliminary Prospectus included therein and in any application to be filed with or under which they were madestate securities laws. In connection with all such requests for information from Holders, not misleadingthe Issuer shall notify such Holders of the requirements set forth in the preceding sentence.

Shelf Registration. The Company shall take the following actions: (a) The Company In the event that Parent pays for the Shares being purchased by delivery of shares of Parent Common Stock, Parent shall, at its costwithin three months following the Closing, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "CommissionCOMMISSION") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a shelf registration statement on Form S-3 an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the Commission (a "SHELF REGISTRATION STATEMENT"), relating to the "Shelf Registration Statement") covering the offer and sale resale of the Transfer Restricted Securities (as defined in Section 5 hereof) Parent Shares by the Holders thereof Stockholder from time to time in accordance with the methods of distribution set forth in the such Shelf Registration Statement and Rule 415 shall use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration")soon as practicable thereafter; PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) Stockholder shall not be entitled to have the Securities Parent Shares held by it covered by such Shelf Registration Statement unless such Holder agrees Stockholder is in writing to be bound by all the provisions of this Agreement applicable to such Holdercompliance with Section 5.02(f) hereof. (b) The Company Parent shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") forming part thereof to be lawfully delivered usable by the Holders Stockholders until the earliest to occur of the relevant Securities, for a period following: (A) the two year anniversary of two years the Closing; (or for such longer period if extended pursuant to Section 2(hB) below) from the date of its effectiveness or such shorter period that will terminate when earliest time at which all the Securities Parent Shares covered by the Shelf Registration Statement (i) have been sold pursuant thereto or to the Shelf Registration Statement; and (iiC) the earliest time at which, in the written opinion of independent counsel to Parent, all outstanding Parent Shares held by persons that are not affiliates of Parent may be sold resold without registration under the Securities Act pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company provision thereto (in any such case, such period being called the "Shelf Registration PeriodEFFECTIVENESS PERIOD"). The Company Parent shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it Parent voluntarily takes any action that would result in Holders Stockholders of Securities Parent Shares covered thereby not being able to offer and sell any such Securities Parent Shares during that period, unless (i) such action is (i) required by applicable law or law, (ii) taken by the Company in good faith and for valid business reasons upon the occurrence continued effectiveness of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement would require Parent to disclose a material financing, acquisition or other corporate transaction, and the Prospectus Board of Directors shall have determined in good faith that such disclosure is not in the best interests of Parent and any amendment its stockholders, or supplement thereto, as (iii) the Board of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply Directors shall have determined in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of good faith that there is a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingvalid business purpose for such suspension.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable : (but in no event more i) not later than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter“Shelf Registration Statement”), the "which Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) Registration Statement shall be entitled to have the provide for resales of all Transfer Restricted Securities held by it covered Holders that have provided the information required pursuant to the terms of and within the period specified by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.Section 2(b) hereof; (bii) The Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the Commission not later than 180 days after the date hereof (the “Effectiveness Target Date”); and (iii) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of the relevant SecuritiesTransfer Restricted Securities entitled, for a period of two years (or for such longer period if extended pursuant subject to Section 2(h2(b) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule thereforeand Section 2(e), assuming for to the benefit of this purpose that the Holders thereof are not affiliates of the Company Agreement and (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if B) it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time, for a period (the “Effectiveness Period”) until the earliest to occur of: (1) two years after the last date of original issuance of any of the Debentures; (2) the date when all of the Transfer Restricted Securities have ceased to be outstanding (whether as result of redemption, repurchase and cancellation, conversion or otherwise); (3) the date when all of the Transfer Restricted Securities are disposed of pursuant to a Shelf Registration Statement or pursuant to Rule 144 under the Securities Act (or any other similar provision then in effect). (b) The Company shall furnish a written notice to each Holder of the Transfer Restricted Securities at least 15 business days before filing of the Shelf Registration Statement and inform each Holder that to have its Transfer Restricted Securities included in the Shelf Registration Statement it must deliver a completed Notice and Questionnaire to the Company. Subject to Section 2(e), at the time the Shelf Registration Statement is declared effective, each Holder that has delivered a completed Notice and Questionnaire to the Company (a “Notice Holder”) on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the Company’s securityholders (other than the Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement. (c) Except as provided in Section 2(e) and Section 4(b), if the Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective or fails to be usable for resale of Transfer Restricted Securities in accordance with this Agreement for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall, subject to the Company’s right to declare a Suspension Period, as promptly as possible amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Transfer Restricted Securities and eligible to be included under Section 2(e) ( a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or Subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period in accordance with the provisions of this Agreement relating to the Shelf Registration Statement. (d) Subject to Section 2(e) and Section 4(b), the Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchaser or by the Trustee on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement. (e) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(e), and the procedures set forth in Section 4 hereof. Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus must deliver a Notice and Questionnaire to the Company. In order to be named as a selling securityholder in the Prospectus at the time of effectiveness of the Shelf Registration Statement, the Notice and Questionnaire must be delivered at least ten (10) Business Days prior to the effectiveness of the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective the Company shall, upon the later of (x) fifteen (15) Business Days after the date a Notice and Questionnaire is delivered or (y) fifteen (15) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within fifteen (15) Business Days of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(e)(i) hereof; and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i) hereof; provided that if such Notice and Questionnaire is delivered during a Suspension Period or a Suspension Period begins within fifteen (15) Business Days after the delivery of such Notice and Questionnaire, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above within fifteen (15) Business Days after the expiration of the Suspension Period in accordance with Section 4(b); provided, further, that the Company shall not be required to contain file more than one amendment to the Shelf Registration Statement or supplement to the Prospectus for the Holders pursuant to this Section 2(e) during any untrue statement fiscal quarter of the Company, and with respect to the first fiscal quarter of a material fact year, shall file any such amendment or omit to state a material fact required to be stated therein or necessary to make supplement concurrently with the statements therein, in light filing of the circumstances Company’s Annual Report on Form 10-K for the previous fiscal year during such quarter, and with respect to the second, third and fourth fiscal quarters of a year shall file concurrently with the filing of the Company’s Quarterly Report on Form 10-Q during such fiscal quarter, or if a Suspension Period is in effect on the date of such filing, within 15 Business Days after the expiration of such Suspension Period. Notwithstanding anything contained herein to the contrary, the Company shall be under which they were made, no obligation to name any Holder that is not misleadinga Notice Holder as a selling securityholder in any Registration Statement or related Prospectus.

Shelf Registration. (i) As soon as reasonably practicable after the Effective Date and in any event not later than seventy five (75) days after the Effective Date, the Company shall file a Registration Statement for a Shelf Registration on Form S-1 covering the resale of all of the Registrable Securities on a delayed or continuous basis (the “Form S-1 Shelf”). The Company shall take use its reasonable best efforts to cause such Registration Statement to become effective as promptly as practicable. In the following actions: event that the Company becomes eligible to use Form S-3, the Company shall use its reasonable best efforts to convert the Form S-1 Shelf to a Registration Statement for a Shelf Registration on Form S-3 (athe “Form S-3 Shelf” and, together with the Form S-1 Shelf, the “Shelf”) as soon as practicable after the Company becomes so eligible. The Company shallshall use its reasonable best efforts to keep the Shelf continuously effective under the Securities Act until there are no longer any Registrable Securities, at including, to the extent a Form S-1 Shelf was converted to a Form S-3 Shelf and the Company thereafter became ineligible to use Form S-3, by filing a Form S-1 Shelf not later than forty five (45) days after the date of such ineligibility and using its cost, prepare and, reasonable best efforts to have such Registration Statement declared effective as promptly as practicable (but in no event more than 90 sixty (60) days after the date of such filing, unless it is not practicable to do so required or requested pursuant due to this Section 1) file with circumstances directly relating to the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf review of Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) Statement by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"Commission); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial Purchasers) shall be entitled and without limitation to have the Section 2(a)(viii), with respect to Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all any Holder, who together with its Affiliates, beneficially owns less than 5% of the provisions outstanding shares of this Agreement applicable to such Holder. (b) The Company Common Stock, the Company shall not be obligated to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act at any time after the second (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates 2nd) anniversary of the Company Effective Date and before the WKSI Date (in any such case, such the period being called during which the "Shelf Registration Period"). The Company shall be deemed not to have used use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective during under the requisite period if it voluntarily takes any action that would result Securities Act in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is accordance with this clause (i) required by applicable law or (ii) taken by ), the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h“Shelf Period”). (cii) Notwithstanding At any other provisions time during which the Shelf Registration Statement or Automatic Shelf Registration Statement is effective (or in connection with its initial effectiveness), any one or more of this Agreement the eligible Holders of Registrable Securities may request to sell all or any portion of their Registrable Securities in an underwritten offering that is registered pursuant to the contraryShelf (each, an “Underwritten Shelf Takedown”); provided that in the case of each such Underwritten Shelf Takedown such Holder or Holders will be entitled to make such demand only if the total offering price of the shares to be sold in such offering (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, $50 million. (iii) All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. Subject to Section 2(i) below, within three (3) days after receipt of any Shelf Takedown Notice, the Company shall cause give written notice of such requested Underwritten Shelf Takedown to all other Holders of Registrable Securities (the “Company Notice”) and, subject to the provisions of Section 2(a)(iv) and Section 2(i) below, shall include in such Underwritten Shelf Registration Statement Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after giving the Company Notice. (iv) If the managing underwriters for such Underwritten Shelf Takedown advise the Company that in their reasonable view, or, if such managing underwriters are unwilling to so advise the Company, if the Company concludes after consultation with such managing underwriters and the Prospectus Holders of Registrable Securities proposed to be included in such Underwritten Shelf Takedown that in the Company’s reasonable view, the number of shares of Company Common Stock proposed to be included in such Underwritten Shelf Takedown exceeds the number of shares of Company Common Stock which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in the Underwritten Shelf Takedown, then the Company shall so advise all Holders of Registrable Securities proposed to be included in such Underwritten Shelf Takedown, and any amendment shall include in such Underwritten Shelf Takedown the number of shares of Company Common Stock which can be so sold in the following order of priority: (A) first, the Registrable Securities requested to be included in such Underwritten Shelf Takedown, which in the view of such underwriters or supplement theretothe Company, as applicable, can be sold in an orderly manner within the price range of such offering, pro rata among the respective Holders of such Registrable Securities on the basis of the effective date number of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Registrable Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required requested to be stated included therein or necessary to make the statements thereinby each such Holder, in light of the circumstances under which they were made, not misleading.and

Shelf Registration. The So long as any Transfer Restricted Security (as defined in Section 5 hereof) exists, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 within 120 days after so required or requested the date on which the Initial Purchasers purchase the Convertible Preferred Stock pursuant to this Section 1) the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the "“Commission"”) and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable no later than 240 days after the Closing Date a registration statement on Form S-3 (the "“Shelf Registration Statement"”) covering on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "“Shelf Registration"”); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for until such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when time as all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may are eligible to be sold pursuant to under Rule 144(k) under the Securities Act (or any successor rule thereforethereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "“Shelf Registration Period"). .” The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)law. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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 have no such obligations or liabilities with respect to any written information pertaining to any Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein.

Shelf Registration. The Company (a) If, because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Operating Partnership is not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason the Exchange Offer is not consummated within 180 days after the original issue of the Registrable Securities, or (iii) if a Holder is not permitted to participate in the Exchange Offer or does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer (other than due solely to the status of such holder as an affiliate of the Operating Partnership within the meaning of the 1933 Act or as a broker dealer), then in case of each of clauses (i) through (iii) the Operating Partnership shall take (x) promptly deliver to the following actionsholders written notice thereof and (y) at the Operating Partnership's sole expense: (ab) The Company shall, at its cost, prepare and, as As promptly as practicable practicable, (but in no event more than 90 60 days after so required or requested pursuant to this Section 1Agreement) file with the Securities and Exchange Commission (the "Commission") SEC, and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon promptly as practicable but no later than 180 days after the original issue of the Registrable Securities, a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by set forth in such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement. (bc) The Company shall use Use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness the Shelf Registration Statement is declared effective by the SEC, or for such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be outstanding or otherwise to be Registrable Securities (the requisite period if it voluntarily takes any action "Effectiveness Period"); PROVIDED, HOWEVER, that would result the Effectiveness Period in Holders respect of Securities covered thereby not being able the Shelf Registration Statement shall be extended to offer and sell such Securities during that period, unless such action is (i) the extent required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies to permit dealers to comply with the applicable prospectus delivery requirements of Section 2(h)Rule 174 under the 1933 Act and as otherwise provided herein. (cd) Notwithstanding any other provisions of this Agreement hereof, use its best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the Prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any 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 thereintherein not misleading, and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Operating Partnership in writing within 15 days after receipt of a request therefor, such information as the Operating Partnership may, after conferring with counsel, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Operating Partnership all information with respect to such Holder necessary to make the information previously furnished to the Operating Partnership by such Holder not materially misleading. The Operating Partnership shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Operating Partnership further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, : (i) as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the Closing Date) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended or any similar rule that may be adopted by the Commission (the "Securities Act") (hereinafter“Shelf Registration Statement”), the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such which Shelf Registration Statement unless such Holder agrees in writing shall provide for the registration and resales, on a continuous or delayed basis, of all Transfer Restricted Securities, held by Holders that have provided the information required pursuant to be bound by all the provisions terms of this Agreement applicable to such Holder.Section 2(b) hereof; (bii) The Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act by the Commission not later than 210 days after the Closing Date (the “Effectiveness Target Date”); and (iii) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the Securities Act and by the provisions of Section 5(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales of Transfer Restricted Securities by the Holders thereof entitled, subject to Section 2(b), to the benefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the relevant SecuritiesCommission promulgated thereunder as announced from time to time, for a period of two years (or for such longer period if extended pursuant to Section 2(h) belowthe “Effectiveness Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the earliest of: (1) the sale of its effectiveness all of the Transfer Restricted Securities pursuant to the registration statement or Rule 144 under the Securities Act or any similar provision then in effect; (2) such shorter period that will terminate when time as all of the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold and not held by Affiliates of the Company are, in the opinion of counsel for the Company, eligible for sale pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that or analogous rule) under the Holders thereof are not affiliates Securities Act; or (3) the second anniversary of the Company (in any such case, such period being called issuance of the "Shelf Registration Period")Shares pursuant to the Purchase Agreement with the Initial Purchaser. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Effectiveness Period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities at any time during that periodthe Effectiveness Period, unless such action is (ix) required by applicable law or (ii) taken otherwise undertaken by the Company in good faith and for valid business reasons upon (not including avoidance of the occurrence Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of any event contemplated assets, and (y) permitted by Section 2(b)(v5(b)(ii) belowhereof. (b) At the time the Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the Company thereafter complies related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the requirements Company’s securityholders (other than the Holders of Section 2(h)Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement. (c) Notwithstanding If the Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other provisions than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of this Agreement any order suspending the effectiveness thereof or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Transfer Restricted Securities (a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the contraryregistration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchaser or by the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement. (e) The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission Act, and (ii) 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 thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made, ) not misleading. (f) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(f) and Section 5(b). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least ten (10) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered to it, and in any event upon the later of (x) ten (10) Business Days after such date (but no earlier than ten (10) Business Days after effectiveness) or (y) ten (10) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within ten (10) Business Days of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its best effort to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is 45 days after the date such post effective amendment is required by this clause to be filed; (ii) provide such Holder copies of the any documents filed pursuant to Section 2(f)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(f)(i); provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance with Section 5(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) Business Days from the Expiration of a Suspension Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date.

Shelf Registration. The If the Company is not required to file a Registration Statement with respect to the Registered Exchange Offer pursuant to Section 3(a) hereof, then pursuant to Rule 415 under the Act, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission a "shelf" registration statement (the "CommissionSHELF REGISTRATION STATEMENT") relating to all then outstanding Transfer Restricted Securities, the holders of which shall have provided the information required pursuant to Section 6(a)(i) and thereafter (ii) hereof within the time specified in such section, and shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees to become effective as promptly as practicable thereafter. Subject to the proviso contained in writing to be bound by all Section 6(b)(x), the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the such Shelf Registration Statement continuously effective and to prevent the happening of any event described in order to permit the prospectus included therein (the "Prospectus"Section 6(b)(iv)(D) to be lawfully delivered by the Holders of the relevant Securities, hereof for a period of two years following the date on which such Shelf Registration Statement becomes effective under the Act (or for such longer period if as may be extended pursuant to Section 2(h6 hereof) below) from the date of its effectiveness or such shorter period that will terminate terminating when all Transfer Restricted Securities either (i) have been sold pursuant to the Shelf Registration Statement or (ii) have ceased to be Transfer Restricted Securities covered by pursuant to clause (c) of the definition of Transfer Restricted Securities. Subject to the proviso contained in Section 6(b)(x), upon the occurrence of any event that would cause the Shelf Registration Statement (i) have been sold pursuant thereto to contain a material misstatement or omission or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep be effective and usable for resale of Transfer Restricted Securities during the period that such Shelf Registration Statement is required to be effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contraryusable, the Company shall cause the Shelf Registration Statement and the Prospectus and any promptly file an amendment or supplement thereto, as of the effective date of to the Shelf Registration Statement, amendment in the case of clause (i), correcting any such misstatement or supplementomission, and in the case of clauses (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not ), use its reasonable best efforts to contain any untrue statement of a material fact or omit to state a material fact required cause such amendment to be stated therein or necessary declared effective and such Shelf Registration Statement to make the statements therein, in light of the circumstances under which they were made, not misleadingbecome usable as soon as practicable thereafter.

Shelf Registration. The Company shall take the following actions: (a) The At such time as the Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant is able to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) F-3 under the Securities Act (or any successor rule therefore)or similar form) for sales of Registrable Shares by a Holder, assuming for this purpose that at the Holders thereof are not affiliates request of one or more Holders, the Company shall use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of any number of Registrable Shares for which it receives requests in accordance with Section 2(a) (in any such case, such period being called the "“Shelf Registration Period"Registration”). The Company shall be deemed not to have used use its commercially reasonable best efforts to keep cause such Registration Statement to become effective as promptly as practicable and maintain the effectiveness of such Registration Statement (subject to the terms and conditions herein) for a period ending on the earlier of (i) three (3) years following the date on which such Registration Statement first becomes effective (but one (1) year if the Company is not able to continue to use Form F-3 under the Securities Act (or any successor or similar form)), (ii) the date on which all Registrable Shares covered by such Registration Statement have been sold, and the distribution contemplated thereby has been completed, (iii) the date on which all Registrable Shares covered by such Registration Statement have become freely saleable pursuant to Rule 144 without restriction or limitation on volume or manner of sale. (b) The Registration Statement pursuant to this Section 3 shall, to the extent possible under applicable law, be effected to permit sales on a continuous basis pursuant to Rule 415 under the Securities Act. Any sale pursuant to the Shelf Registration Statement effective during the requisite period if it voluntarily takes pursuant to this Section 3 may or may not be underwritten; provided, however, that (i) Holders may request any action that would result underwritten takedown only to be effected as a Demand Registration (in Holders of Securities covered thereby not being able to offer and sell such Securities during that periodwhich event, unless such action is (iDemand Registration would not require representatives of the Company to meet with prospective purchasers of the Company’s securities, a Demand Registration must be available thereunder and the number of Demand Registrations available shall be reduced by one subject to Section 2(b)) required by applicable law or (ii) taken by the Company Holders may request an unlimited number of underwritten takedowns to be effected in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies accordance with the requirements terms of Section 2(h)4. (c) Notwithstanding any other provisions In the event of this Agreement a request for a Shelf Registration pursuant to the contrarySection 3(a), the Company shall cause give written notice of the proposed filing of the Registration Statement in connection therewith to all Holders of Registrable Shares offering to each such Holder the opportunity to have any or all of the Registrable Shares held by such Holder included in such registration statement. Each Holder of Registrable Shares desiring to have its Registrable Shares registered under this Section 3(c) shall so advise the Company in writing within fifteen (15) days after the date of such notice from the Company (which request shall set forth the amount of Registrable Shares for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Shares so requested to be included therein. (d) The number, percentage, fraction or kind of shares referred to in this Section 3 shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange or distribution in respect of the shares of Common Stock. (e) The Company, and any other holder of the Company’s securities who has registration rights, may include its securities in any Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) effected pursuant to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any 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 light of the circumstances under which they were made, not misleadingthis Section 3.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable : (but in no event more than 90 days after so required or requested pursuant to this Section 1i) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective filed as soon promptly as practicable practicable, but in any event not later than 30 days after the date hereof (the “Shelf Filing Deadline”), a registration statement on Form S-3 (the "“Shelf Registration Statement"”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(b) covering hereof (in the offer and sale of event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form; provided, that the Company shall undertake to register the Transfer Restricted Securities (on Form S-3 as defined in Section 5 hereof) by soon as such form is available, provided, further, that the Holders thereof from time to time in accordance with Company shall maintain the methods effectiveness of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, then in effect until such time as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such a Shelf Registration Statement unless such Holder agrees in writing on Form S-3 covering the Transfer Restricted Securities has been declared effective by the SEC); (ii) use its reasonable efforts to cause the Shelf Registration Statement to be bound declared effective by all the provisions of this Agreement applicable to such Holder. Commission not later than: (a) if the Shelf Registration Statement receives a “no-review” status from the Commission, 90 days after the date hereof, or (b) The Company shall if the Shelf Registration Statement is reviewed by the Commission, 120 days after the date hereof (the “Effectiveness Target Date”); and (iii) subject to Section 4(b)(i) hereof, use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of the relevant SecuritiesTransfer Restricted Securities entitled, for a period of two years (or for such longer period if extended pursuant subject to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore2(b), assuming for to the benefit of this purpose that the Holders thereof are not affiliates of the Company Agreement and (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (iB) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time, for a period (the “Effectiveness Period”) until the earliest of: (1) two years following the date hereof; (2) the date when the Holders of Transfer Restricted Securities are able to sell all such Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto; or (3) the date when all of the Transfer Restricted Securities are registered under the Shelf Registration Statement and disposed of in accordance with the Shelf Registration Statement. (b) At the time the Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date five (5) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the Company’s security holders (other than the Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement. (c) If the Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within fifteen (15) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof. (d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Holders or by the Trustee on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement. (e) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(e) and Section 4(b). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Selling Securityholder Questionnaire to the Company at least five (5) Business Days prior to the effectiveness of the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective, the Company shall, within a reasonably practicable period of time after the date a Selling Securityholder Questionnaire is delivered, and in any event within the later of ten (10) Business Days after such date or ten (10) Business Days after the expiration of the Suspension Period (1) in effect when the Notice and Questionnaire is delivered or (2) put into effect within ten (10) Business Days of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Selling Securityholder Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable efforts to cause any such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is thirty (30) days after the date such post-effective amendment is filed; and (ii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i); provided that if such Selling Securityholder Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Selling Securityholder Questionnaire and shall take the actions set forth in clauses (i) and (ii) above upon expiration of the Suspension Period in accordance with Section 4(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to contain any untrue statement ten (10) Business Days from the expiration of a material fact or omit Suspension Period (and the Company shall incur no obligation to state a material fact required to pay Liquidated Damages during such extension) if such Suspension Period shall be stated therein or necessary to make in effect on the statements thereinAmendment Effectiveness Deadline Date; and provided further, in light that after the date of effectiveness of the circumstances under which they Shelf Registration Statement, the Company shall not be obligated to file more than one post-effective amendment in any 60-day period (measured from the date any previous post-effective amendment has been filed, or in the case of the first post-effective amendment, the date the first Selling Securityholder Questionnaire is delivered to the Company after the date of effectiveness) for the purpose of naming Holders as selling securityholders who were made, not misleadingso named in the Shelf Registration Statement at the time of effectiveness.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 60 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (i) such action is (i) required by applicable law or (ii) upon the occurrence of any event contemplated by paragraph 2(b)(v) below, such action is taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section paragraph 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any 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 light of the circumstances under which they were made, not misleading.

Shelf Registration. The Company shall take the following actions: (a) The Company Issuer shall, at its cost, prepare and, as promptly as practicable : (but in no event more i) not later than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "CommissionShelf Filing Deadline") and thereafter shall use its commercially reasonable best efforts to ), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement") covering the offer and sale ), which Shelf Registration Statement shall provide for resales of the all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(b) hereof; (as defined in Section 5 hereofii) by the Holders thereof from time use its reasonable best efforts to time in accordance with the methods of distribution set forth in cause the Shelf Registration Statement and Rule 415 under to be declared effective by the Securities Act of 1933Commission as promptly as practicable, as amended but in no event later than 180 days after the date hereof (the "Securities Act") (hereinafter, the "Shelf RegistrationEffectiveness Target Date"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.and (biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time for a period (the "Effectiveness Period") of: (1) two years following the last date of original issuance of Debentures; or (2) such shorter period that will terminate when (x) all of the Holders of Transfer Restricted Securities are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto, (y) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (iiz) not all Transfer Restricted Securities registered under the Shelf Registration Statement have been sold. (b) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in the Shelf Registration Statement pursuant to contain any untrue statement this Agreement unless such Holder furnishes to the Issuer in writing, prior to or on the 20th Business Days after receipt of a material fact request therefor (the "Questionnaire Deadline"), such information as the Issuer may reasonably request for use in connection with the Shelf Registration Statement or omit Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state a material fact securities laws. In connection with all such requests for information from Holders of Transfer Restricted Securities, the Issuer shall notify such Holders of the requirements set forth in the preceding sentence. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless such Holder shall have provided all such reasonably requested information prior to or on the Questionnaire Deadline. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be stated therein or necessary disclosed in order to make information previously furnished to the statements therein, in light of the circumstances under which they were made, Issuer by such Holder not materially misleading.

Shelf Registration. The Company shall take the following actions: (a) The Subject to Section 3.4, upon request of one or more Demand Members on the date that is the earlier of (i) six months following the consummation of an IPO and (ii) January 1, 2013 (such date, the “Registration Trigger”), the Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1x) shall file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable SEC a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of all of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) held by the Holders thereof Demand Members from time to time in accordance with the methods of distribution elected by such Demand Members and set forth in the Shelf Registration Statement and Rule 415 (y) shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act of 1933, as amended (promptly as practicable after the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holderfiling thereof. (b) The Subject to Section 3.4, the Company shall use its commercially reasonable best efforts to keep the such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus included therein (the "Prospectus") Prospectus forming a part thereof to be lawfully delivered usable by the Holders Demand Members until the earlier of (i) the relevant Securities, for a period date as of two years (or for such longer period if extended which all Registrable Securities have been sold pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) another registration statement filed under the Securities Act (or any successor rule therefore), assuming for this purpose that but in no event prior to the Holders thereof are not affiliates applicable period referred to in Section 4(3) of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer Act and sell such Securities during that period, unless such action is (iRule 174 thereunder) required by applicable law or and (ii) taken by the Company in good faith and for valid business reasons upon date as of which all of such Demand Members are permitted to sell their Registrable Securities without registration pursuant to Rule 144 under the occurrence Securities Act without volume limitation or other restrictions on transfer thereunder (such period of any event contemplated by Section 2(b)(v) beloweffectiveness, and the Company thereafter complies with the requirements of Section 2(h“Shelf Period”). (c) Notwithstanding At any time that a Shelf Registration Statement covering Registrable Securities pursuant to this Section 3.1 is effective, if any Demand Member hereto delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that such Shareholder intends to effect an offering of all or part of the Registrable Securities included by such Shareholder on the Shelf Registration Statement (a “Shelf Offering”) and stating the dollar amount of the Registrable Securities to be included in such Shelf Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Offering as contemplated by the Shelf Take-Down Notice (taking into account, in the case of any underwritten public Shelf Offering, the inclusion of Other Securities by any other provisions Persons). (d) The number of Shelf Offerings with respect to any Demand Member in any 12-month period shall not exceed one and the number of Shelf Offerings together with any Demand Registrations with respect to any Demand Member in any 12-month period shall not exceed two. A Demand Member shall not be entitled to initiate a Shelf Offering unless such Demand Member has requested to offer in such Shelf Offering either (i) together with all other Persons, Registrable Securities having an aggregate principal amount of at least $50,000,000 or (ii) all of the Registrable Securities then held by such Demand Member. The aggregate number of Shelf Registration Statements and Demand Registration Statements the Company shall be obligated to file under this Agreement shall not exceed ten (10), it being understood that the number of takedowns under any such Shelf Registration Statement shall be unlimited. No Shelf Offering shall be required to be made by the contraryCompany for any Demand Member if it is within six (6) months of another registration that included such Demand Member’s Registrable Securities. (e) A Demand Member may withdraw its Registrable Securities from a Shelf Offering at any time by providing the Company with written notice. Upon receipt of such written notice, the Company shall cause cease all efforts to secure registration, so long as all other Demand Members have similarly withdrawn their Registrable Securities from the Shelf Offering; provided, however, that such a withdrawn registration shall nonetheless be deemed a Shelf Offering for all purposes hereunder unless (i) the withdrawal is made following the occurrence of a Material Adverse Change not known to such Demand Member at the time of the Shelf-Take Down Notice, (ii) the withdrawal is made because the registration would require the Company to make an Adverse Disclosure or (iii) the Demand Member requesting the withdrawal has paid or reimbursed the Company for all of the reasonable out-of-pocket fees and expenses incurred by the Company in the preparation, filing and processing of the registration withdrawn with respect to such withdrawing Demand Member. (f) The Company shall, from time to time, supplement and amend the Shelf Registration Statement and if required by the Prospectus and any amendment Securities Act, including the rules, regulations or supplement thereto, as of instructions applicable to the effective date of registration form used by the Company for such Shelf Registration Statement. (g) If an underwritten public Shelf Offering is subject to an Offering Limitation, amendment or supplement, then there shall be included in such offering: (i) first, the dollar amount of Registrable Securities requested to comply be included in all material respects with such registration by the applicable requirements one or more Demand Members, and such dollar amount of securities shall be allocated for inclusion pro rata and without priority among the Demand Members on the basis of the Securities Act and the rules and regulations dollar amount of such securities of the Commission and Company owned by each such Demand Member, (ii) second, the dollar amount of Registrable Securities requested to be included in such registration by the Company that in the opinion of the managing or lead underwriter(s) selected by the Company can be sold without adversely affecting the size, price, timing, distribution or marketability of such offering of the securities referred to in clause (i) above or the price, timing, distribution or marketability of such offering of the securities referred to in this clause (ii), and (iii) third, the dollar amount of any Other Securities requested to be included therein by the holders thereof that in the opinion of the managing or lead underwriter(s) selected by the Company can be sold without adversely affecting the size, price, timing, distribution or marketability of such offering of the securities referred to in clauses (i) or (ii) above or the price, timing, distribution or marketability of such offering of the securities referred to in this clause (iii), and such dollar amount of securities shall be allocated for inclusion pro rata and without priority among the holders of all such securities on the basis of the dollar amount of such securities of the Company owned by each such holder. (h) In connection with an underwritten public Shelf Offering, the Company shall have the right to select one or more nationally recognized underwriters as the lead or managing underwriters of such Shelf Offering, who shall be reasonably acceptable to the Demand Members, and the Demand Members shall have the right to select one or more nationally recognized co-managers (which, for avoidance of doubt, shall not be named or function as lead underwriters or as bookrunners, or otherwise appear on the left-hand side of the cover of any prospectus, prospectus supplement, offering circular or other similar document, with respect to contain such Shelf Offering) of such Shelf Offering, who shall be reasonably acceptable to the Company. In connection with any untrue statement of such underwritten public Shelf Offering, the Demand Members and the Company agree that they will each enter into a material fact or omit customary underwriting agreement with the underwriters selected pursuant to state a material fact the preceding sentence, such underwriting agreement to be reasonably satisfactory in form and substance to the Company, the Demand Members and the underwriters (it being understood that no Demand Member shall be required to be stated therein or necessary make any representations and warranties other than with respect to make the statements thereinitself, in light its ownership of the circumstances Registrable Securities and its intended method of distribution thereof and shall not be required to provide an indemnity other than with respect to information it provides to the Company in writing expressly for use in such underwritten Shelf Offering, and any such indemnity shall be limited in amount to the net proceeds of such Shelf Offering actually received by such Demand Member). The Demand Members and the Company agree that all decisions under which they were made, not misleadingthis Section 3.1 regarding whether an Offering Limitation is necessary (and any related determinations pursuant to clause (ii) or (iii) of Section 3.1(g)) shall be made in the sole discretion of the managing or lead underwriter(s) selected by the Company.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as shall promptly as practicable (but in no event more than 90 days after so required or requested pursuant of the First Closing Date (as defined in the Purchase Agreement), such 90th day being a "Filing Deadline") use its reasonable best efforts to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable no later than 210 days after the First Closing Date (such 210th day being an "Effectiveness Deadline") a registration statement on Form S-3 (the "Shelf Registration Statement") covering on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial Purchasersa Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or thereto, (ii) may be sold pursuant to are no longer restricted securities (as defined in Rule 144(k) 144 under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company Act) (in any such case, such period being called the "Shelf Registration Period")) or (iii) such time as, in the opinion of counsel to the Company, all the Registrable Securities held by the Company's non-affiliates (from the time of issuance) are eligible for sale pursuant to Rule 144(k) under the Securities Act. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law. (c) Notwithstanding subsections (a) and (b) of this Section 1, the Company may delay preparation of any post-effective amendment to the Registration Statement or suspend the use of the prospectus that is part of the Registration Statement in connection with an acquisition or financing if the Company's board of directors determines, in good faith, that such post-effective amendment or suspension (i) required by applicable law would require disclosure with respect to such acquisition or financing that is not in the Company's best interest or (ii) taken by would interfere with or affect the negotiation or completion of such acquisition or financing, provided that: (i) the Company has provided to each Holder, in good faith and for valid business reasons upon advance of such delay or suspension, written notice of such delay or suspension; (ii) any such delay or suspension shall not exceed 45 consecutive days at any one time; (iii) the occurrence aggregate number of days during which such delay or suspension is in effect during any event contemplated by Section 2(b)(vthree-month period shall not exceed 75 days; and (iv) below, and the Company thereafter complies with the requirements aggregate number of Section 2(h)days during which such delay or suspension is in effect during any twelve-month period shall not exceed 120 days. (cd) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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 the light of the circumstances under which they were made, not misleading.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the date hereof) file with the Securities and Exchange Commission (the "CommissionCOMMISSION") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration StatementSHELF REGISTRATION STATEMENT") covering relating to: (i) the offer and sale resale of the Transfer Restricted Securities Warrants; (as defined in Section 5 hereofii) the issuance by the Holders thereof Company of the Common Stock upon exercise of the Warrants; and (iii) the offer and resale of the Common Stock issued or issuable upon exercise of the Warrants (the "TRANSFER RESTRICTED SECURITIES") from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") (hereinafter, the "Shelf RegistrationSHELF REGISTRATION"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial PurchasersConexant) shall be entitled to have the Securities held by it covered by such the Shelf Registration Statement unless such the Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such the Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "ProspectusPROSPECTUS") to be lawfully delivered by the Holders of the relevant Securities, Securities for a period beginning from the date of two years its effectiveness and ending on June 27, 2013 (or for such longer period if extended pursuant to Section 2(h)) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to are no longer restricted securities (as defined in Rule 144(k) under the Securities Act (Act, or any successor rule therefore)thereof) and, assuming for this purpose that the Holders thereof are if Conexant is a Holder, it is not affiliates then an affiliate of the Company (in any such case, such period being called the "Shelf Registration PeriodSHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such the Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below), and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1June 13, 2005 file) file with the Securities and Exchange Commission (the "CommissionCOMMISSION") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable (but in no event after September 11, 2005 file) a registration statement on Form S-3 (the "Shelf Registration Statement") covering SHELF REGISTRATION STATEMENT" relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") (hereinafter, the "Shelf RegistrationSHELF REGISTRATION"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "ProspectusPROSPECTUS") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to are no longer restricted securities (as defined in Rule 144(k) under the Securities Act (Act, or any successor rule thereforethereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration PeriodSHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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.

Shelf Registration. The At any time following (i) the exercise of a Warrant for a number of Warrant Shares having a value of at least $1 million (determined on the price per share to be offered to the public) and (ii) the end of the Restricted Period, upon the request of the Holders of such Warrant Shares, the Company shall take the following actions: (a) The Company shallfile or cause to be filed, at its cost, prepare and, as promptly as practicable (but in no event more than within 90 days after so required or requested pursuant to this Section 1) file with such request, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the have such Shelf Registration Statement and Rule 415 under declared effective by the SEC. No Holder of Registrable Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the include any of its Registrable Securities held by it covered by such in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder. (b) Holder and furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order and the Prospectus usable for resales during the Rule 144(k) Period (subject to permit extension pursuant to the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders provisions of the relevant Securitiesthis paragraph), for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that which will terminate when all of the Securities Warrant Shares covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during or cease to be Registrable Securities (the requisite period if it voluntarily takes "Effectiveness Period"); provided, however, that for 120 days or less (whether or not consecutive) in any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that twelve-month period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause be permitted to suspend sales of Warrant Shares: (i) if the Shelf Registration Statement and is no longer effective or the Prospectus and any amendment or supplement theretousable for resales due to circumstances relating to pending developments, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects public filings with the applicable requirements of the Securities Act SEC and the rules and regulations of the Commission and similar events, (ii) not to contain any because the Prospectus includes an untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading or (iii) if the Company is engaged in or has completed an underwritten public offering and the underwriters' lock-up period with respect to sales of common stock (or securities convertible into common stock) has not expired. Each Holder agrees that it shall give the Company notice of not less than five (5) Business Days prior to disposing of any Registered Securities under the Shelf Registration Statement so that the Company may make any determination to suspend sales of Warrant Shares as contemplated in the preceding sentence. Each Holder further agrees that it shall not dispose of Registrable Securities under the Shelf Registration Statement in any single transaction of less than $1 million determined on the price per share offered to the public; provided however, a Holder may dispose of Registrable Securities in a transaction of less than $1 million if such Holder is disposing of all of its Registrable Securities in such transaction. In addition, each Holder agrees that it shall not dispose of Registrable Securities under the Shelf Registration Statement in any underwritten offering by one or more Holders of less than an aggregate of $5 million of Registrable Securities determined on the price per share offered to the public. The Company will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, and, at that time, notify each such Holder that the Shelf Registration Statement has become effective and take such other actions as are required to permit unrestricted resales of the Registrable Securities. The Company further agrees to supplement or amend the Shelf Registration Statement if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Securities copies of any supplement or amendment to the Prospectus promptly after its being used or filed with the SEC.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as shall promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the first date of original issuance of the Notes (such 90th day being a "Filing Deadline")) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable no later than 180 days after the first date of original issuance of the Notes (such 180th day being an "Effectiveness Deadline") a registration statement on Form S-3 (the "Shelf Registration Statement") covering on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereofherein) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company ) (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)law. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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. (d) Each Holder of Transfer Restricted Securities agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related prospectus, it will do so only in accordance with this Section 1(d) and Section 2(b). Each Holder of Transfer Restricted Securities wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related prospectus agrees to deliver a written notice, substantially in the form of Annex A to the Offering Circular (a "Notice and Questionnaire") to the Company at least five (5) Business Days (a "Business Day" meaning each day that is not a legal holiday) prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement (each such Holder delivering the Notice and Questionnaire, a "Notice Holder"). From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date of receipt of a Notice and Questionnaire (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline Date") that is thirty (30) Business Days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 1(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 1(d)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 2(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Additional Interest during such extension) if such Deferral Period is in effect on the Amendment Effectiveness Deadline Date; and provided further, that the Company shall not be obligated to file more than one (1) post-effective amendment or supplement in any twenty (20) day period following the date the Shelf Registration Statement is declared effective for the purpose of naming Holders as selling securityholders who were not named in the Shelf Registration Statement at the time of effectiveness. Any Holder who, subsequent to the date the Registration Statement is declared effective, provides a Notice and Questionnaire required by this Section 1(d) pursuant to the provisions of this Section (whether or not such Holder has supplied the Notice and Questionnaire at the time the Shelf Registration Statement was declared effective) shall be named as a selling securityholder in the Shelf Registration Statement and related prospectus in accordance with the requirements of this Section 1(d).

Shelf Registration. The Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Notes on the date of the exchange, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 the later of (i) 45 days after the Issue Date and (ii) 30 days after so required or requested pursuant to this Section 12) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a "Registration Statement") covering on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) Notes by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderHolder (including certain indemnification obligations). (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two three years (or for such longer period if extended pursuant to Section 2(h3(j) below) from the date of its effectiveness Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) 9 9 have been sold pursuant thereto or (ii) may can be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule thereforethereof. Subject to Section 6(b), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by law; provided, however, that the Company shall not be deemed to have voluntarily taken any such action if it enters, in good faith faith, into negotiations concerning, or executes and for valid delivers any agreement or other document relating to, any business reasons upon the occurrence of any event contemplated by Section 2(b)(v) belowcombination, and the Company thereafter complies with the requirements of Section 2(h)acquisition or disposition. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more later than 90 calendar days after so required or requested pursuant to this Section 1) file with following the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 Issue Date (the "Shelf Filing Deadline"), file with the Commission a Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the elected by such Holders and, thereafter, shall use its reasonable best efforts to cause such initial Shelf Registration Statement and Rule 415 to be declared effective under the Securities Act of 1933, as amended no later than 180 calendar days following the Issue Date (the "Securities Act") (hereinafter, the "Shelf RegistrationEffectiveness Target Date"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such be named as a selling securityholder in any Shelf Registration Statement as of the date it is declared effective or to use the Prospectus forming a part thereof for offers and resales of Registrable Securities unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such is an Election Holder. (b) The Subject to Section 2(c) hereof, the Company shall use its commercially reasonable best efforts efforts: (i) to keep the any Shelf Registration Statement continuously effective effective, supplemented and amended as required by the provisions of Section 3(j) hereof, in order to permit the prospectus included therein (the "Prospectus") Prospectus forming a part thereof to be lawfully delivered usable by Holders until the earlier of: (1) two years from the last date of original issuance of any Securities or (2) such shorter period ending on the date that (x) all of the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant Registrable Securities are able to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when sell all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold immediately without restriction pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore)thereto, assuming for this purpose that (y) all Registrable Securities registered under the Holders thereof are not affiliates of the Company Shelf Registration Statements have been sold or (in any such case, z) all Registrable Securities have ceased to be outstanding (such period being called referred to herein as the "Shelf Registration Effectiveness Period"); and (ii) after the Effective Time of the initial Shelf Registration Statement, after the receipt of a completed and signed Election and Questionnaire from any Holder of Registrable Securities that is not then an Election Holder, to take the actions provided for in Section 3(a)(ii) hereof. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the any Shelf Registration Statement effective during the requisite period Effectiveness Period if it the Company voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any of such Registrable Securities under such Shelf Registration Statement during that period, unless such action is (iA) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter promptly complies with the requirements of Section 2(h)3(j) below or (B) permitted pursuant to Section 2(c) below. (c) Notwithstanding any other provisions After the Effective Time of this Agreement to the contraryinitial Shelf Registration Statement, the Company shall cause may suspend the use of any Prospectus by written notice to the Election Holders for a period not to exceed an aggregate of 30 calendar days in any 90-calendar day period (each such period, a "Suspension Period") if: (i) an event has occurred and is continuing as a result of which the Shelf Registration Statement and would, in the Prospectus and any amendment or supplement theretoCompany's judgment, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any 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 light of the circumstances under which they were made, therein not misleading; and (ii) the Company determines in good faith that the disclosure of such event at such time would have a material adverse effect on the Company and its subsidiaries taken as a whole; provided, that in the event the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede the Company's ability to consummate such transaction, the Company may extend a Suspension Period from 30 calendar days to 45 calendar days; provided, however, that Suspension Periods (including, without limitation, any such extension of a Suspension Period) shall not exceed an aggregate of 120 calendar days in any 360-calendar day period.

Shelf Registration. The Company shall take the following actions: (a) The If (i) the Company shallis not permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by any applicable law or applicable interpretation of the staff of the SEC or (ii) the Company has not consummated the Exchange Offer within 180 days of the Issue Date and a holder of Notes so requests or (iii) any holder of a Note notifies the Company on or prior to the Exchange Date that (A) due to a change in law or policy it is not entitled to participate in the Exchange Offer, at its cost, prepare and, (B) due to a change in law or policy it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Registration Statement is not appropriate or available for such resales by such holder or (C) it is a broker-dealer that owns Notes (including an Initial Purchaser that holds Notes as promptly as practicable part of an unsold allotment from the original offering of the Notes) acquired directly from an Issuer or an Affiliate of an Issuer or (but in no event more than 90 iv) any holder of Private Exchange Notes so requests within 120 days after so required or requested pursuant the consummation of the Private Exchange (each such event referred to this Section 1in clauses (i) file with through (iv), a "Shelf Filing Event"), the Securities and Exchange Commission (the "Commission") and thereafter Issuers shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable filed with the SEC pursuant to Rule 415 a shelf registration statement on Form S-3 (the "Shelf Registration Statement") covering prior to the offer later of (x) 60 days after the Issue Date and sale (y) 30 days after the occurrence of the such Shelf Filing Event, relating to all Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED) the holders of which have provided the information required pursuant to Section 3(b) hereof, HOWEVER, that no Holder (other than the Initial Purchasers) and shall be entitled use their best efforts to have the Securities held by it covered by such Shelf Registration Statement unless declared effective by the SEC on or prior to the later of (i) 150 days after the Issue Date and (ii) 90 days after the occurrence of such Holder agrees in writing to be bound by all Shelf Filing Event. In such circumstances, the provisions of this Agreement applicable to such Holder. (b) The Company Issuers shall use its commercially reasonable their best efforts to keep the Shelf Registration Statement continuously effective in order under the Securities Act, until (A) 24 months following the date on which the Shelf Registration Statement was initially declared effective (subject to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended extension pursuant to the last paragraph of Section 2(h5 hereof) belowor (B) from if sooner, the date of its effectiveness or such shorter period immediately following the date that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Effectiveness Period"). The Company ; provided that the Effectiveness Period shall be deemed not extended to have used the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 and as otherwise provided herein. (b) No holder of Transfer Restricted Securities may include any of its commercially reasonable best efforts to keep the Transfer Restricted Securities in any Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able pursuant to offer this Agreement unless and sell until such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by holder furnishes to the Company in good faith and for valid business reasons upon the occurrence writ- ing, within 30 days after receipt of any event contemplated by Section 2(b)(v) belowa request therefor, and such information as the Company thereafter complies may reasonably request for use in connection with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement or Prospectus or preliminary prospectus included therein. No holder of Transfer Restricted Securities shall be entitled to Additional Interest pursuant to Section 4 hereof unless and the Prospectus and until such holder shall have provided all such reasonably requested information. Each holder of Transfer Restricted Securities as to which any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) Statement is being effected agrees to comply in furnish promptly to the Company all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact information required to be stated therein or necessary disclosed in order to make the statements therein, in light of information previously furnished to the circumstances under which they were made, Company by such holder not materially misleading.

Shelf Registration. The So long as any Transfer Restricted Security (as defined in Section 5 hereof) exists, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more not later than 90 days after so required or requested pursuant to this Section September 1) , 1999, file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable on or prior to November 15, 1999 a registration statement on Form S-3 the appropriate form (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended 1933 (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for until such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when time as all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule thereforethereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (i) such action is (i) required by applicable law or (ii) upon the occurrence of any event contemplated by paragraph 2(b)(iv) below, such action is taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter promptly complies with the requirements of Section paragraph 2(h)) below if the Company has determined in good faith that there are no material legal or commercial impediments in so doing. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (other than information required to be supplied by the selling Holders pursuant to this Agreement) (i) the Shelf Registration Statement and the Prospectus related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) thereto to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) the Shelf Registration Statement and any amendment thereto not to contain any contain, when it becomes effective, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming a part of the Shelf Registration Statement, and any amendment or supplement to such prospectus, not to contain, as of the date of such prospectus or amendment or supplement, 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. (d) The Company shall ensure that the Shelf Registration Statement includes the shares of Common Stock issued in payment of dividends, if any, as permitted in accordance with the terms of the Convertible Preferred Stock.

Shelf Registration. The Company shall take the following actions: (a) (i) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 60 days after so required or requested pursuant to this Section 1) 2, or if such 60th day is not a Business Day, the next succeeding Business Day), file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable under the Act a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Securities (Securities, as defined in Section 5 hereof) applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the such Shelf Registration Statement and Rule 415 under the Securities Act of 1933Statement; provided, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVERhowever, that no Holder (other than the an Initial PurchasersHolder) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder. (bii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein (the "Prospectus") Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (so long as any Holder shall require in order to offer or for such longer period if extended pursuant to Section 2(h) below) from the date sell any of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement publicly, freely and without restriction (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities publicly, freely and without restriction during that period, unless (A) such action is (i) required by applicable law law; or (iiB) such action is taken by the Company in good faith and for valid business reasons upon (not including avoidance of the occurrence Company's obligations hereunder), including the acquisition or divestiture of any event contemplated assets (to the extent permitted by Section 2(b)(v) belowthe terms of the Indenture), and so long as the Company promptly thereafter complies with the requirements of Section 2(h)3(i) hereof, if applicable. (ciii) Notwithstanding any other provisions of this Agreement to the contrary, the The Company shall cause at all times and from time to time the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, Statement or such amendment or supplement, (iA) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission Act; and (iiB) 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 the light of the circumstances under which they were made, not misleading.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the latest date of original issuance of the Initial Securities) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act not later than 210 days after the latest date of original issuance of the Initial Securities. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may are, with respect to such Securities held by non-affiliates, eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act (Act, or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) and 2(b)(vi) below, and the Company thereafter complies with the relevant requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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. (d) Each Holder of Transfer Restricted Securities wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a written notice to the Company containing any information with respect to the Holder necessary to amend the Shelf Registration Statement or supplement the related Prospectus with respect to the intended distribution of Transfer Restricted Securities by such Holder (a "Notice and Questionnaire") at least 5 business days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered: (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline Date") that is 45 days after the date such post-effective amendment is filed; (ii) provide such Holder copies of any documents filed pursuant to clause (i) above; and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to clause (i) above; provided, that, if such Notice and Questionnaire is delivered during a Deferral Period (as defined in Section 2(h)), the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period. Notwithstanding anything contained herein to the contrary: (i) the Company shall be under no obligation to name any Holder that has not submitted a Notice and Questionnaire to the Company as a selling securityholder in any Shelf Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to 10 days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Additional Interest during such extension) if such Deferral Period is in effect on the Amendment Effectiveness Deadline Date. Any Holder who, subsequent to the date the Shelf Registration Statement is initially declared effective, provides a Notice and Questionnaire required by this Section 1(d) (whether or not such Holder has supplied the Notice and Questionnaire at the time the Shelf Registration Statement was initially declared effective) shall be named as a selling securityholder in the Shelf Registration Statement and related Prospectus in accordance with the requirements of this Section 1(d).

Shelf Registration. The Company shall take the following actions: (a) The Company shall, for the benefit of the ------------------ Holders, at its the Company's cost, (A) prepare and, as promptly soon as practicable (but in no event more not later than 90 days after so required or requested pursuant to this Section 1) following the Closing Date, file with the Securities and Exchange Commission SEC a Shelf Registration Statement on an appropriate form under the 1933 Act covering resales of the Debentures, (the "Commission"B) and thereafter shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to be declared effective as soon as practicable a registration statement on Form S-3 (under the "Shelf Registration Statement") covering the offer and sale 1933 Act within 180 days of the Transfer Restricted Securities Closing Date, (as defined in Section 5 hereofC) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (from the original issue of the Debentures, or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities Debentures covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement, exchanged or (ii) may redeemed in accordance with their terms or otherwise cease to be sold outstanding or become saleable pursuant to Rule 144(k) under the Securities 1933 Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Effectiveness Period"). The Company ; provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be deemed not extended up to have used a maximum of 90 days if necessary to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein, and (D) notwithstanding any other provisions hereof, use its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action ensure that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to the Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any 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 thereintherein not misleading and (iii) any Prospectus forming part of the Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. The Company shall not permit any securities other than Debentures to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Debentures copies of any such supplement or amendment promptly as reasonably practicable after its being used or filed with the SEC.

Shelf Registration. The Company shall take the following actions: (a) The After (i) the later of (A) completion of the Tender Offer (as defined in the Purchase Agreement) and (B) October 17, 2008, and (ii) so long as the Purchaser Holders hold at least 30% of the Registrable Securities acquired by them on the date hereof, upon the receipt of a Purchaser Request requesting a Shelf Registration, the Company shall, at its costwithin five (5) days of the receipt thereof, prepare give written notice of such request to all Purchaser Holders and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant subject to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter limitations below, shall use its commercially reasonable best efforts to cause prepare and file (as expeditiously as practicable, and in any event within thirty (30) days of the receipt of such request) with the SEC a “Shelf” Registration Statement covering the resale of all Registrable Securities then held by the Purchasers for an offering to be declared effective as soon as practicable made on a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time continuous basis pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder415. (b) After (i) the Release Date, (ii) the later of (A) completion of the Tender Offer (as defined in the Purchase Agreement) and (B) October 17, 2008, and (iii) the Purchasers no longer hold at least 30% of the Registrable Securities acquired by them on the date hereof, upon the receipt of a Registration Request requesting a Shelf Registration, the Company shall, within five (5) days of the receipt thereof, give written notice of such request to all Founders and, subject to the limitations below, shall use its reasonable best efforts to prepare and file (as expeditiously as practicable, and in any event within thirty (30) days of the receipt of such request) with the SEC a “Shelf” Registration Statement covering the resale of all Registrable Securities then held by the Founders for an offering to be made on a continuous basis pursuant to Rule 415. (c) Any Shelf Registration Statement filed pursuant to this Section 2 shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as the Holders of a majority of the Registrable Securities participating in the Shelf Registration may consent) and shall contain (except if otherwise directed by a majority in interest of the Holders of Registrable Securities participating in the Shelf Registration) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof; and shall, subject to notice from the Company under Section 9(f), use its commercially reasonable efforts to keep the Shelf such Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act for the period that such Registration Statement may be kept effective under applicable SEC regulations until the earlier of (i) the date on which all Registrable Securities are eligible for sale under Rule 144 without any volume, manner of sale or any successor rule therefore), assuming for this purpose that other restrictions and (ii) when all Registrable Securities covered by such Registration Statement have been sold (the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration “Effectiveness Period"”). The Company shall notify each Holder in writing promptly (and in any event within one Trading Day) after receiving notification from the SEC that a Registration Statement has been declared effective. (d) If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be deemed not to have used made on a delayed or continuous basis under the provisions of Rule 415 as a result of a characterization by the SEC of the transaction described by the Registration Statement as a primary offering by the Company, the Company shall use its commercially reasonable best efforts to keep persuade the Shelf SEC that the offering contemplated by the Registration Statement effective during is a valid secondary offering and not an offering “by or on behalf of the requisite period if it voluntarily takes any action that would result issuer” as defined in Rule 415. In the event that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2, the SEC refuses to alter its position, the Company shall, upon obtaining consent of the Holders of a majority of the Registrable Securities covered thereby not being able to offer and sell such Securities during that periodparticipating in the Registration Statement, unless such action is (i) required remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415. Any Registrable Securities not able to be included in a Registration Statement filed pursuant to this Section 2 shall reduce the number of Registrable Securities of each Holder covered by such Registration Statement on a pro-rata basis based on the number of Registrable Securities purchased by each such Holder and the Company shall have no liability to any Holder as a result of the Registration Statement covering less than all of the Registrable Securities under the circumstances described in this proviso. Within nine (9) months, or such earlier time as permitted by the SEC, of the initial registration filed hereunder being declared effective, the Company shall file an additional registration statement containing the Cut Back Shares. With regard to the new Registration Statement, all of the provisions of this Section 2 shall again be applicable law to the Cut Back Shares. (e) Notwithstanding the foregoing, the Company shall not be obligated to file a Registration Statement pursuant to this Section 2, (i) during the 90 day period commencing on the effective date of any other registration statement filed by the Company relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) or (ii) taken if the Company shall furnish to the applicable Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, the Board has determined to file a registration statement relating to the public offering of its Common Stock or securities convertible into Common Stock (other than on Forms S-4 or S-8 or any successor thereto) within 30 days of the Purchaser Request or Registration Request, as the case may be, during the period commencing on the date of such notice and ending upon the earliest of (A) effectiveness of such registration statement, (B) a decision by the Company not to pursue effectiveness of such registration statement or (C) 90 days after the filing of such registration statement; provided, however, that in good faith and the case of clause (ii), the Company may not utilize this right more than once in any twelve (12) month period; provided, further, that, for valid business reasons upon the occurrence avoidance of any event contemplated by Section 2(b)(vdoubt, this clause (ii) belowshall be incremental to, and not in lieu of, the Company thereafter complies with the requirements of Section 2(h)Company’s relief from its shelf registration obligation under clause (i) above. (cf) Notwithstanding any other provisions of this Agreement the foregoing, if the Company shall furnish to the contraryapplicable Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, maintaining a Registration Statement’s effectiveness would be materially detrimental to the Company and its stockholders for such Registration Statement to remain effective by reason of a material pending or imminently prospective transaction or development and it is therefore essential to suspend such Registration Statement’s effectiveness, the Company shall cause have the Shelf right to suspend such effectiveness for a period of not more than sixty (60) days in the aggregate after receipt of the Purchaser Request or Registration Statement and the Prospectus and any amendment or supplement theretoRequest, as of the effective date of case may be; provided, however, that the Shelf Registration Statement, amendment or supplement, Company may not utilize this right more than twice in any twelve (i12) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any 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 light of the circumstances under which they were made, not misleadingmonth period.

Shelf Registration. The Company shall take the following actions: (a) The Company Issuer shall, at its cost, prepare and, as promptly as practicable : (but in no event more i) not later than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "CommissionSHELF FILING DEADLINE"), cause to be filed a registration statement pursuant to Rule 415 under the Securities Act (together with any amendments thereto, and including any documents incorporated by reference therein, the "SHELF REGISTRATION STATEMENT"), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(b) and thereafter shall hereof; (ii) use its commercially reasonable best efforts to cause the Shelf Registration Statement to be declared effective as soon as practicable a registration statement on Form S-3 by the Commission not later than 180 days after the date hereof (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf RegistrationEFFECTIVENESS TARGET DATE"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.and (biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that it (the "Prospectus"A) to be lawfully delivered is available for resales by the Holders of Transfer Restricted Securities entitled to the relevant Securities, benefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act for a period of (the "EFFECTIVENESS PERIOD") of: (1) two years (or for such longer period if extended pursuant to Section 2(h) below) from following the last date of its effectiveness or original issuance of Notes; or (2) such shorter period that will terminate when (x) all of the Holders of Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore)thereto, assuming for (y) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (z) all Transfer Restricted Securities registered under the Shelf Registration Statement have been sold. (b) To have its Transfer Restricted Securities included in the Shelf Registration Statement pursuant to this purpose that Agreement, each Holder shall complete the Holders thereof are not affiliates Selling Securityholder Notice and Questionnaire, the form of which is contained in Annex A to the Company Offering Memorandum relating to the Notes (in any such case, such period being called the "Shelf Registration PeriodQUESTIONNAIRE"). The Company Issuer shall be deemed mail the Questionnaire to each Holder not less than 20 Business Days (but not more than 40 Business Days) prior to the time the Issuer intends in good faith to have used its commercially reasonable best efforts to keep the Shelf Registration Statement declared effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith Commission. Holders are required to complete and for valid business reasons upon deliver the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement Questionnaire to the contraryIssuer within 10 Business Days after the Issuer's delivery thereof (the "QUESTIONNAIRE DEADLINE"). Upon receipt of a Questionnaire from a Holder on or prior to the Questionnaire Deadline, the Company Issuer shall cause include such Holder's Transfer Restricted Securities in the Shelf Registration Statement and the Prospectus. In addition, promptly upon the request of a Holder given to the Issuer at any time, the Issuer shall deliver a Questionnaire to such Holder. Notwithstanding the foregoing, upon receipt of a completed Questionnaire from a Holder who did not complete and deliver a Questionnaire prior to the Questionnaire Deadline, the Issuer shall, within 30 Business Days of such receipt, file such amendments to the Shelf Registration Statement or supplements to a related Prospectus and as are necessary to permit such Holder to deliver such Prospectus to transferees of Transfer Restricted Securities; provided, that (i) any failure by the Issuer to file such amendments or supplements shall not result in the payment of Additional Interest to such Holder; (ii) the Issuer shall not be obligated to file more than (x) one (1) such pre-effective amendment or supplement theretofor all such Holders in any one fiscal quarter and (y) one (1) such post-effective amendment for all such Holders in any one three-month period; and (iii) in no event shall the Company be required to file any pre-effective amendment, post-effective amendment or supplement unless the aggregate principal amount at maturity of all Transfer Restricted Securities requested to be included therein by all such Holders exceeds $1,000,000. (c) Upon receipt of written request for additional information from the Issuer, each Holder who intends to be named as a selling securityholder in the Shelf Registration Statement shall furnish to the Issuer in writing, within 10 Business Days after such Holder's receipt of such request, such additional information regarding such Holder and the proposed distribution by such Holder of its Transfer Restricted Securities, in connection with the Shelf Registration Statement or Prospectus or Preliminary Prospectus included therein and in any application to be filed with or under state securities law, as the Issuer may reasonably request. In connection with all such requests for information from Holders of Transfer Restricted Securities, the Issuer shall notify such Holders of the effective date of requirements set forth in this paragraph regarding their obligation to provide the information requested pursuant to this Section 2(c). Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be disclosed in order to make information previously furnished to the Issuer by such Holder not materially misleading. (d) Holders who (i) do not complete the Questionnaire and deliver it to the Issuer in accordance with Section 2(b) or (ii) do not provide the additional information requested by the Company in accordance with Section 2(c) shall not be named as selling securityholders in the Prospectus or Preliminary Prospectus included in the Shelf Registration Statement and, therefore, shall not be permitted to sell any Transfer Restricted Securities pursuant to the Shelf Registration Statement. Such Holder will not be entitled to Additional Interest pursuant to Section 3 hereof unless such Holder shall have delivered the Questionnaire in accordance with Section 2(b) and provided the additional information requested by the Company in accordance with Section 2(c), amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any 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 light of the circumstances under which they were made, not misleadingif any.

Shelf Registration. The Company shall take the following actions: (a) The Company shallIssuers shall use all commercially reasonable efforts to prepare, at its cost, prepare their cost and, as promptly as practicable (but in no event not more than 90 270 days after so required or requested pursuant to this Section 1) ), file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its all commercially reasonable best efforts to cause to be declared effective effective, as soon as practicable (but not later than 360 days after the latest date of original issuance of the Securities (such latest date of original issuance of the Securities, the "Closing Date")) in a registration statement on Form S-3 the appropriate form (the "Shelf Registration Statement") covering " relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company Issuers shall use its all commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness the Issuers file the Shelf Registration Statement, or such shorter period that will terminate (i) when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or cease to be outstanding, (ii) may be sold pursuant upon the expiration of the holding period applicable to such Securities held by persons that are not affiliates of the Issuers under Rule 144(k) under the Securities Act (Act, or any successor rule therefore)thereof, assuming for this purpose that or (iii) upon the Holders thereof are not affiliates effectiveness under the Securities Act of a subsequent shelf registration covering all of the Company Registrable Securities which remains continuously effective as otherwise would be required by this Section 1(b) (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company Issuers shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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. (d) Each Holder of Registrable Securities agrees, by its acquisition of Registrable Securities, that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 1(d), Section 2(h) and Section 8. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a written notice, substantially in form and substance of Annex A hereto (a "Notice and Questionnaire"), to the Issuers. The Company shall mail the Notice and Questionnaire to the Holders of Registrable Securities no later than the date of initial filing of the Shelf Registration Statement with the Commission. No Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the initial effective date of the Shelf Registration Statement, and no Holder shall be entitled to use the Prospectus forming a part thereof for resales of Registrable Securities at any time, unless such Holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein; provided, however, Holders of Registrable Securities shall have at least 20 calendar days from the date on which the Notice and Questionnaire is first mailed to such Holders to return a completed and signed Notice and Questionnaire to the Company. Notwithstanding the foregoing, (x) upon the request of any Holder of Registrable Securities that did not return a Notice and Questionnaire on a timely basis or did not receive a Notice and Questionnaire because it was a subsequent transferee of Registrable Securities after the Company mailed the Notice and Questionnaire, the Company shall distribute a Notice and Questionnaire to such Holders at the address set forth in the request and (y) upon receipt of a properly completed Notice and Questionnaire from such Holder, the Company shall use all commercially reasonable efforts to name such Holder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the Commission, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company shall have no obligation to pay Additional Interest to such Holder for the failure to have any post-effective amendment declared effective, although Additional Interest may accrue in connection with the filing of any such post-effective amendment to the extent Section 5(a)(iii) is applicable and; provided, further, that the Company will have no obligation to add Holders to the Shelf Registration Statement as selling securityholders more frequently that one time per every 30 calendar days.

Shelf Registration. The Company shall take the following actions: (ai) The Company Corporation shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable effective, not later than 150 days after Closing, a registration statement on Form S-3 (the "Shelf Registration Statement"), on a Form S-3 or any successor form thereto, if the Company is then eligible, or in connection with the Convertible Note in no event later than one hundred fifty (150) covering days after the Date of Conversion of the Convertible Note, on a Form S-3 or any successor form thereto, if the Company is then eligible, relating to the offer and sale of the Transfer Restricted Securities shares of Common Stock issuable upon conversion of the shares of Series D Preferred Stock and Common Stock issuable in respect of any dividends described in the Certificate of Designation on the shares of Series D Preferred Stock as well as shares of Common Stock issuable upon conversion of the Convertible Note (as defined in Section 5 hereofthe "Securities") by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder of Securities (other than the Initial PurchasersInvestor or any Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder of Securities agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderHolder of Securities. (bii) The Company Corporation shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of Securities until the relevant Securities, for a expiration of the holding period with respect to the Securities set forth in clause (k) of two years (or for such longer period if extended pursuant to Section 2(h) below) from Rule 144 promulgated under the date of its effectiveness Securities Act or such shorter period that will terminate when all the shares of Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period")thereto. The Company Corporation shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of the Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)law. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any 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 light of the circumstances under which they were made, not misleading.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable No later than the date that is three months after the Closing Date (but the “Rights Effective Date”) and subject to the other restrictions contained in no event more than 90 days after so required or requested pursuant to this Section 1) file with 2, the Securities and Exchange Commission (the "Commission") and thereafter shall Company use its commercially reasonable best efforts to cause to be declared effective as soon as practicable prepare and file a registration statement on Form S-3 or another appropriate form that the Company is eligible to use and which form shall be available for the resale of Registrable Securities held by Holders on a continuous or delayed basis in accordance with Section 415 of the Securities Act and reasonable and customary methods of distribution as set forth in such registration statement (the "“Shelf Registration”) and will use its commercially reasonable efforts to cause such registration Statement to be declared effective. If the Company is a Well-Known Seasoned Issuer at the time of filing the Shelf Registration with the SEC, such Shelf Registration shall be designated by the Company as an Automatic Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) Subject to Section 2(c), so long as permitted by applicable law, the Company shall use its commercially reasonable efforts to keep the Shelf Registration continuously effective, supplemented and amended as necessary to ensure that it is available for resales of Registrable Securities by Holders and to ensure that it conforms with the requirements of this Agreement, until the Holders no longer own Registrable Securities at which time the Company shall have the right to terminate the effectiveness of the Shelf Registration. The Company shall use its commercially reasonable best efforts to keep file a new Shelf Registration pursuant to Rule 415(a)(6) to the extent the initial Shelf Registration was an Automatic Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders that is no longer available for resales of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h415(a)(5). (c) Notwithstanding any other provisions of this Agreement Upon delivery to the contrary, Investor of a certificate signed by the chief executive officer or chief financial officer of the Company shall cause stating that the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date continued use of the Shelf Registration Statementwould require the Company to make an Adverse Disclosure (the “Notice”), amendment the Company may suspend the Investor Group’s use of the Shelf Registration (a “Shelf Suspension”); (a) for as long as necessary to avoid the Adverse Disclosure as determined in good faith by the chief executive officer or supplementchief financial officer of the Company, (i) to comply in all material respects after consultation with the Company’s legal counsel, but in no event longer than 30 days; and (b) for as long as necessary to avoid the Adverse Disclosure as determined in good faith by the Board, after consultation with the Company’s legal counsel, at a properly convened meeting thereof or by unanimous written consent; provided that during any 365-day period a Shelf Suspension may only be in effect for an aggregate of 90 days. Except as required by applicable requirements law, no Investor nor any of their Affiliates and representatives shall make any public disclosure regarding, and shall treat as confidential, any Shelf Suspension or Notice and the Investors shall be responsible for breaches of confidentiality by their respective Affiliates and representatives. In the event of a Shelf Suspension, each Investor agrees that the Holders shall suspend use of the prospectus related to the Shelf Registration in connection with any sale or purchase of or offer to sell or purchase Registrable Securities Act and the rules and regulations upon receipt of the Commission Notice. The Company shall promptly notify the Investors upon the termination of any Shelf Suspension and (ii) use commercially reasonable efforts to promptly amend or supplement the Shelf Registration following the termination of such Shelf Suspension, if necessary, so it does 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, therein not misleading. (d) The Company shall have the right to defer or suspend the filing or effectiveness of a registration statement under Section 2 for a reasonable period of time not to exceed 90 days if a prior registration statement of the Company for an underwritten, public offering by the Company of its securities was declared effective by the SEC less than 120 days prior to the anticipated effective date of the registration under Section 2. (e) Each Investor agrees that neither an Investor nor any Holder or Affiliate will take, directly or indirectly any action designed to stabilize or manipulate the price of any security of the Company, except in each case as may be permitted by applicable law. (f) If any of the Registrable Securities to be sold under a Shelf Registration pursuant to this Section 2 are to be sold in an underwritten offering, each of (i) the Company and (ii) the Holders of a majority of such Registrable Securities included in such offering, may select an Underwriter or Underwriters to manage such offering which Underwriter or Underwriters shall be reasonably acceptable to the Holders of a majority of such Registrable Securities included in such offering or the Company, as applicable. (g) Persons receiving in-kind distributions of shares of Common Stock from Investors shall be permitted to participate in an offering shall be considered “Holders Indemnitees” pursuant to Section 10(a) solely for such purpose provided that such Persons become a party to this Agreement or otherwise enter into reasonable and customary agreements relating thereto.

Shelf Registration. The Company shall take the following actions: (a) The Company and the Trust shall, at its their cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1following the date of original issuance (the "Issue Date") of the Preferred Securities) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable within 150 days following the Issue Date a registration statement on Form S-3 (the "Shelf Registration Statement") covering on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial PurchasersPurchaser) shall be entitled to have the Securities held by --------------- * The terms Term Income Deferrable Equity Security (TIDES)(SM) and TIDES(SM) are registered servicemarks of Credit Suisse First Boston Corporation. 2 it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to this paragraph (b) or to Section 2(h3(h) below) from the date of its effectiveness or such shorter period that will terminate when (i) all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) in the written opinion of counsel to the Trust and the Company, all outstanding Securities held by persons that are not affiliates of the Trust or the Company may be sold resold without registration under the Act pursuant to Rule 144(k) under the Securities Act (or any successor provision thereto or any other applicable law, rule therefore)or regulation, assuming for this purpose that the Holders thereof are not affiliates of the Company whether now in effect or hereinafter promulgated, adopted or issued (in any such case, such period being called the "Shelf Registration Period"); provided, however, the Company shall not be obligated to keep the Shelf Registration Statement continuously effective to the extent set forth above if (i) the Company determines, in its reasonable judgment, upon advice of counsel, as authorized by a resolution of its Board of Directors, that the continued effectiveness and usability of the Shelf Registration Statement would (x) require the disclosure of material information, which the Company has a bona fide business reason for preserving as confidential, or (y) interfere with any financing, acquisition, corporate reorganization or other material transaction or development involving the Company or any of its subsidiaries or its parent or the contemplated timing thereof, provided that the failure to keep the Shelf Registration Statement effective and usable for offers and sales of Securities for such reason shall last no longer than 45 days in any three-month period or three periods not to exceed an aggregate of 90 days in any 12-month period (whereafter Additional Interest (as defined in Section 6(a)) shall accrue and be payable), and (ii) the Company and the Trust promptly thereafter complies with the requirements of Section 3(h) hereof, if applicable; provided further that the number of days of any actual Suspension Period shall be added on to the end of the two-year period specified above. The Any such period during which the Company is excused from keeping the Shelf Registration Statement effective and usable for offers and sales of Securities is referred to herein as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities and shall end on the earlier to occur of (1) the date on which each seller of Securities covered by the Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 3(h) hereof or is advised in writing by the Company that the use of the prospectus may be resumed and (2) the expiration of 45 days in any three-month period or three periods not to exceed an aggregate of 90 days in any 12-month period during which one or more Suspension Periods has been in effect. Except as provided above, the Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)law. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") and (ii) 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.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the date of the initial closing under the Purchase Agreement) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company thereof) (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)law. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (other than information required to be supplied by the selling Holders pursuant to this Agreement) (i) the Shelf Registration Statement and the Prospectus related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) thereto to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) the Shelf Registration Statement and any amendment thereto not to contain any contain, when it becomes effective, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming a part of the Shelf Registration Statement, and any amendment or supplement to such prospectus, not to contain, as of the date of such prospectus or amendment or supplement, 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 the light of the circumstances under which they were made, not misleading.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, for the benefit of the beneficial owners, at its the Company's cost, (A) prepare and, as promptly soon as practicable (but in no event more not later than 90 180 days after so required or requested pursuant to this Section 1) following the Closing Date, file with the Securities and Exchange Commission SEC a Shelf Registration Statement on an appropriate form under the 1933 Act covering resales of the Debentures, (the "Commission"B) and thereafter shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to be declared effective as soon as practicable a registration statement on Form S-3 (under the "Shelf Registration Statement") covering the offer and sale 1933 Act within 270 days of the Transfer Restricted Securities Closing Date, (as defined in Section 5 hereofC) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, beneficial owners for a period of two years (from the original issue of the Debentures, or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities Debentures covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement, exchanged or (ii) may redeemed in accordance with their terms or otherwise cease to be sold outstanding or become saleable pursuant to Rule 144(k) under the Securities 1933 Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Effectiveness Period"). The Company ; PROVIDED, HOWEVER, that the Effectiveness Period in respect of the Shelf Registration Statement shall be deemed not extended up to have used a maximum of 90 days if necessary to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein, and (D) notwithstanding any other provisions hereof, use its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action ensure that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to the Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any 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 thereintherein not misleading and (iii) any Prospectus forming part of the Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. The Company shall not permit any securities other than Debentures to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement and the Prospectus, as required by Section 3(b) below, and to furnish to the Holders of Debentures copies of any such supplement or amendment as promptly as reasonably practicable after filing with the SEC.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 120 days after so required or requested pursuant to this Section 1the Closing Date (as defined in the Purchase Agreement) file with the Securities and Exchange Commission (the "“Commission"”) and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (unless it becomes effective automatically upon filing) no later than 180 days after the Closing Date, (the "“Shelf Registration Statement"”) covering on Form S-3, which if the Company is then eligible shall be an automatic shelf registration statement, relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "“Securities Act"”) (hereinafter, the "“Shelf Registration"”); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "“Prospectus"”) to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to are no longer restricted securities (as defined in Rule 144(k) under the Securities Act (Act, or any successor rule thereforethereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "“Shelf Registration Period"”). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). All references in this Agreement to “Prospectus” shall, except when the context requires, include any prospectus (or amendment or supplement thereto) filed with the Commission pursuant to Section 2 of this Agreement, including any “free writing prospectus” issued pursuant to Section 2(d). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost: (i) subject to receipt of necessary information from the Purchasers, prepare andand file with the SEC, promptly and in any event within 120 days after the date of this Agreement, a registration statement on Form F-3 (the “Registration Statement”) to enable the resale by the Purchasers of the ADSs representing Ordinary Shares issuable upon exercise of the Warrants from time to time; (ii) (x) use its reasonable best efforts, subject to receipt of necessary information from each Purchaser, to cause the Registration Statement to become effective as promptly as practicable (after filing but in no event more later than 90 210 days after so required or requested pursuant the Registration Statement is filed by the Company unless the Registration Statement is subject to this Section 1) file with review by the Securities and Exchange Commission (SEC, in which case the "Commission") and thereafter shall Company will use its commercially reasonable best efforts to cause the Registration Statement to be declared become effective as soon promptly as practicable after such review, and (y) within five Business Days after the receipt of a registration statement on Form S-3 no review letter from the SEC, use reasonable best efforts to cause the Registration Statement to become effective; (the "Shelf Registration Statement"iii) covering the offer use its reasonable best efforts to prepare and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance file with the methods of distribution set forth in SEC such amendments and supplements to the Shelf Registration Statement and the prospectus which forms a part thereof (the “Prospectus”) as may be necessary to keep the Registration Statement current and effective with respect to any applicable ADSs representing Ordinary Shares until the date all ADSs registered thereunder shall have been sold or on which all ADSs covered by such Registration Statement can be freely sold without any volume limitation under Rule 415 144 under the Securities Act (which supplements shall include supplements required to include the names and holdings of 1933limited and general partners of any Purchaser in the event any Purchaser distributes ADSs representing Ordinary Shares to its partners); (iv) furnish to each Purchaser with respect to the ADSs representing Ordinary Shares registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses (including supplemental prospectuses) and preliminary versions of the Prospectus filed with the SEC (“Preliminary Prospectuses”) in conformity with the requirements of the Securities Act and such other documents as amended such Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the ADSs representing Ordinary Shares by such Purchaser; (v) file documents required of the "Securities Act") (hereinafterCompany for normal blue sky clearance in states reasonably specified in writing by such Purchaser prior to the effectiveness of the Registration Statement, the "Shelf Registration"); PROVIDED, HOWEVERprovided, that no Holder the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; (vi) bear all expenses (other than underwriting discounts and commissions, if any) in connection with the Initial procedures in paragraph (i) through (v) of this Section and the registration of the ADSs representing Ordinary Shares pursuant to the Registration Statement, including (r) registration and filing fees with the SEC, (s) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of Company counsel in connection with blue sky qualifications of the ADSs representing Ordinary Shares), (t) printing expenses, (u) fees and expenses incurred in connection with the listing of the ADSs representing Ordinary Shares, (v) fees and expenses, if any, of counsel and independent certified public accountants for the Company (including the expenses of any comfort letters), (w) the fees and expenses of any additional experts retained by the Company in connection with such registration, (x) fees and expenses in connection with any review of underwriting arrangements by the NASD, (y) internal Company expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), and (z) all reasonable fees and disbursements of one counsel reasonably acceptable to the Company for the Purchasers in connection with such registration; and (vii) advise the Purchasers) , promptly after it shall be entitled to have receive notice or obtain knowledge of the Securities held issuance of any stop order by it covered by such Shelf the SEC delaying or suspending the effectiveness of the Registration Statement unless or of the initiation of any proceeding for that purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such Holder agrees in writing to stop order should be bound by all the provisions of this Agreement applicable to such Holderissued. (b) The With a view to making available to each Purchaser the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Purchaser to sell its ADSs representing Ordinary Shares to the public without registration, the Company shall covenants and agrees to use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement to: (i) have been sold pursuant thereto or make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (iix) such date as, in the opinion of counsel to the Company, all of the Purchasers’ ADSs representing Ordinary Shares may be sold resold pursuant to Rule 144(k) or any other rule of similar effect or (y) such date as all of the Purchaser’s ADSs representing Ordinary Shares shall have been resold; (ii) file or furnish with the SEC after the Closing Date in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish or make available via ▇▇▇▇▇ filings with the SEC (if applicable) to each Purchaser upon request, for as long as each Purchaser beneficially owns any successor rule therefore)ADSs representing Ordinary Shares, assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (ix) required by applicable law or (ii) taken a written statement by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies that it has complied with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable reporting requirements of the Securities Act and the rules and regulations Exchange Act, (y) a copy of the Commission Company’s most recent Annual Report on Form 20-F, and (iiz) not such other information as may be reasonably requested in order to contain avail such Purchaser of any untrue statement rule or regulation of the SEC that permits the selling of any such ADSs representing Ordinary Shares without registration. (c) It shall be a material fact or omit condition precedent to state a material fact the obligations of the Company to take any action pursuant to this Section 5.7 that each Purchaser shall furnish to the Company such information regarding itself, the ADSs representing Ordinary Shares to be sold by such Purchaser, and the intended method of disposition of such securities as the Company shall reasonably request and as shall be required to be stated therein or necessary to make effect the statements therein, in light registration of the circumstances under which they were madeADSs representing Ordinary Shares. (d) Notwithstanding anything to the contrary herein, the Registration Statement shall cover only the ADSs representing Ordinary Shares. The Company understands that each Purchaser disclaims being an underwriter, but in the event the Purchasers shall be deemed an underwriter by the SEC, such action shall not misleadingrelieve the Company of any obligations it has hereunder.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable Issuers shall use their reasonable best efforts to: (but in no event more i) not later than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission Closing Time (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), file or cause to be declared effective as soon as practicable filed a registration statement for an offering to be made on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time a delayed or continuous basis pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter“Shelf Registration Statement”), the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such which Shelf Registration Statement unless such Holder agrees in writing shall provide for resales by Holders of all Registration Securities; (ii) cause the Shelf Registration Statement to be bound declared effective by all the provisions of this Agreement applicable to such Holder.Commission not later than 180 days after the Closing Time (the “Effectiveness Target Date”); and (biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time for a period (the “Effectiveness Period”) of: (1) two years following the latest issuance of the Preferred Securities or the Debentures; or (2) such shorter period that will terminate (x) upon the expiration of the holding period applicable to the Transfer Restricted Securities held by a non-affiliate of the Company under Rule 144(k) of the Securities Act or any successor rule thereto, (y) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (z) when all Transfer Restricted Securities have been sold pursuant to the Shelf Registration Statement. (b) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in the Shelf Registration Statement pursuant to this Agreement unless such Holder furnishes to the Company in writing such information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws (the form of which request is attached to the Offering Memorandum as Exhibit A and is referred to herein as the “Holder Questionnaire”) at least 10 Business Days prior to any intended distribution of Registration Securities and within five Business Days prior to such proposed sale. Each Holder of Registration Securities who elects to sell Registration Securities pursuant to a Shelf Registration Statement agrees by submitting a Holder Questionnaire to the Company that it will be bound by the terms and conditions of the Holder Questionnaire and this Agreement. From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed Holder Questionnaire is received by the Company, (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the Commission so that the Holder delivering such Holder Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registration Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable, (ii) provide such Holder copies of any documents filed pursuant to clause (i) of this Section 2(b), and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to clause (i) of this Section 2(b); provided that if such Holder Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Holder Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) of this Section 2(b) upon expiration of the Suspension Period in accordance with Section 4(b)(i) hereof; provided further that the Company shall not to contain any untrue statement of a material fact or omit to state a material fact be required to file more than one post-effective amendment to the Shelf Registration Statement during any 90-day period. Notwithstanding anything contained herein to the contrary, the Company shall be stated therein under no obligation to name any Holder that fails to complete and deliver in a timely manner a Holder Questionnaire as a selling securityholder in any Registration Statement or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingrelated Prospectus.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more later than 90 calendar days after so required or requested pursuant to this Section 1) following the Closing Date, file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement and, thereafter, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Act no later than 180 calendar days following the Closing Date; provided, however, that the Company may, upon written notice to all Electing Holders, postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed 90 days after the 180th calendar day following the Closing Date if the Company possesses material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole; provided, further, however, that no Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement and Rule 415 under or to use the Prospectus forming a part thereof for resales of Registrable Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing is an Electing Holder. The Company may furnish any notice to be bound any Holder pursuant to this Section 2(a) by all furnishing the provisions of this Agreement applicable notice to such the Holder’s e-mail address indicated on the Notice and Questionnaire. (b) The Company shall use its commercially reasonable best efforts efforts: (i) to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") Prospectus forming a part thereof to be lawfully delivered usable by Holders until the Holders earliest of (1) the relevant Securities, for a period sale of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Registrable Securities covered by registered under the Shelf Registration Statement Statement; (i2) have been sold pursuant thereto or (ii) may be sold pursuant the expiration of the period referred to in Rule 144(k) under the Act with respect to all Registrable Securities Act (or any successor rule therefore), assuming for this purpose held by Persons that the Holders thereof are not affiliates Affiliates of the Company Company; and (in any 3) two years from the date (the “Effective Date”) such case, Shelf Registration Statement is declared effective (such period being called referred to herein as the "“Effectiveness Period”); (ii) after the Effective Time of the Shelf Registration Period")Statement, as promptly as practicable upon the request of any Holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such Holder to use the Prospectus forming a part thereof for offers and resales of Registrable Securities, including, without limitation, any action necessary to identify such Holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this subparagraph shall relieve such Holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(ii) hereof; and (iii) if at any time the Securities, pursuant to Article XII of the Indenture, are convertible into securities other than Common Stock, to cause, or to cause any successor under the Indenture to cause, such securities to be included in the Shelf Registration Statement or otherwise registered under the Act no later than the date on which the Securities may then be convertible into such securities. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it the Company voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any of such Registrable Securities during that period, unless such action is (iA) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter promptly complies with the requirements of paragraph 3(j) below or (B) permitted pursuant to Section 2(h)2(c) below. (c) Notwithstanding The Company may suspend the use of the Prospectus for a period not to exceed 30 days in any other provisions 90-day period or an aggregate of this Agreement to 90 days in any 12-month period if the contrary, Board of Directors of the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as have determined in good faith that because of valid business reasons (not including avoidance of the effective date Company’s obligations hereunder), including the acquisition or divestiture of assets, pending corporate developments and similar events, it is in the best interests of the Shelf Registration StatementCompany to suspend such use, amendment or supplementand prior to suspending such use the Company provides the Electing Holders with written notice of such suspension, (i) to comply in all material respects with which notice need not specify the applicable requirements nature of the Securities Act event giving rise to such suspension. The Company may furnish any notice to any Holder pursuant to this Section 2(c) by furnishing the notice to the Holder’s e-mail address indicated on the Notice and the rules and regulations of the Commission and (ii) not to contain any 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 light of the circumstances under which they were made, not misleadingQuestionnaire.

Shelf Registration. The Company shall take the following actions: (a) The At such time as the Company shallis able to use Form F-3 under the Securities Act (or any successor form) for sales of Registrable Common Shares by a Holder, at its cost, prepare and, as promptly as practicable the request of Holders of the lesser of (but in no event more than 90 days after so required or requested pursuant x) 5% of the Registrable Common Shares (without reduction for Common Shares that cease to this Section 1) file with the Securities and Exchange Commission (the "Commission"be Registrable Common Shares) and thereafter (y) Registrable Common Shares having an aggregate market value of at least $10 million, the Company shall use its commercially reasonable best efforts to cause to be declared effective effect, as soon expeditiously as practicable a possible, the registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended any number of Registrable Common Shares for which it receives requests in accordance with this Section 3 (the "Securities Act") (hereinafter, the "“Shelf Registration"”); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) . The Company shall use its commercially reasonable best efforts to keep the Shelf cause such Registration Statement continuously to become effective in order as promptly as practicable and maintain the effectiveness of such Registration Statement (subject to permit the prospectus included therein (the "Prospectus"terms and conditions herein) to be lawfully delivered by the Holders of the relevant Securities, for a period ending on the earlier of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or three years following the date on which such Registration Statement first becomes effective (ii) may be sold pursuant but one year if the Company is not able to Rule 144(k) use Form F-3 under the Securities Act (or any successor rule thereforeform)) and (ii) the date on which all Registrable Common Shares covered by such Registration Statement have been sold and the distribution contemplated thereby has been completed or have become freely tradeable pursuant to Rule 144 without regard to volume. (b) The Shelf Registration Statement pursuant to this Section 3 shall to the extent possible under applicable law, assuming for be effected to permit sales on a continuous basis pursuant to Rule 415 under the Securities Act. Any takedown under the Shelf Registration pursuant to this purpose Section 3 may or may not be underwritten; provided, however, that the (i) Holders thereof are may request any underwritten takedown only to be effected as a Demand Registration (in which event, unless such Demand Registration would not affiliates require representatives of the Company to meet with prospective purchasers of the Company’s securities, a Demand Registration must be available thereunder and the number of Demand Registrations available shall be reduced by one under Section 2(b)) or (ii) Holders may request an unlimited number of underwritten takedowns to be effected in any such case, such period being called accordance with the "Shelf Registration Period")terms of Section 4. The Company shall be deemed not entitled to have used its commercially reasonable best efforts to keep effect the Shelf Registration Statement effective during on any available form under the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)Act. (c) Notwithstanding Within 10 days after receipt of any other provisions of this Agreement to such request for the contraryShelf Registration, the Company shall cause give written notice of such request to all other Holders of Registrable Common Shares and shall include in such registration all such Registrable Common Shares with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. (d) The number, percentage, fraction or kind of shares referred to in this Section 4 shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange or distribution in respect of the shares of Common Stock. (e) The Company, and any other holder of the Company’s securities who has registration rights, may include its securities in any Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) effected pursuant to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any 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 light of the circumstances under which they were made, not misleadingthis Section 3.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 120 days after so required or requested pursuant to this Section 1the First Closing Date (as defined in the Purchase Agreement) file with the Securities and Exchange Commission (the "“Commission"”) and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable (unless it becomes effective automatically upon filing) no later than 210 days after the First Closing Date, a shelf registration statement on Form S-3 (the "“Shelf Registration Statement"”) covering on Form S-3, which, if the Company is then eligible, shall be an automatic shelf registration statement relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "“Securities Act"”) (hereinafter, the "“Shelf Registration"”); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "“Prospectus"”) to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when (i) all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or thereto, (ii) may are no longer restricted securities (as defined in Rule 144(k) under the Securities Act, or any successor rule thereof) or (iii) the date on which all registrable Securities held by non-affiliates are eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period")Act. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective Effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) otherwise taken by the Company in good faith and for valid business reasons upon (not including avoidance of the occurrence Company’s obligations hereunder), including the acquisition or divestiture of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)assets. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, agrees to file with the SEC as promptly as practicable after the Initial Issuance Date (assuming at least 30,000 Shares are sold), but in no event more later than 90 sixty (60) calendar days after so required or requested pursuant to this Section 1) file with following the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable Initial Issuance Date, a registration statement on Form S-3 Registration Statement (the "Shelf Registration Statement") for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the offer and sale Transfer Restricted Securities; provided that the number of shares registered pursuant to the Shelf Registration Date on the Effectiveness Date shall not be less than the Minimum Amount (as defined below). The Shelf Registration Statement shall be on Form SB-2 under the Securities Act or another appropriate form permitting registration of the Transfer Restricted Securities (as defined in Section 5 hereof) for resale by the Holders thereof from time in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall use its best efforts to time cause the Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as practicable following the filing thereof, but in accordance with no event later than one hundred twenty (120) calendar days following the methods of distribution Initial Issuance Date (the "Effectiveness Date"), and to keep the Shelf Registration Statement continuously effective under the Securities Act for 24 months after the Initial Issuance Date (the "Effectiveness Period"), or such shorter period ending when either (i) all the Transfer Restricted Securities covered by the Shelf Registration Statement have been sold in the manner set forth in the Shelf Registration Statement and or (ii) the date on which either the shares of Transfer Restricted Securities are distributed to the public pursuant to Rule 415 under the Securities Act of 1933, as amended 144 or are saleable pursuant to Rule 144(k) (the "Securities Act"period referred to in clauses (i) and (hereinafterii), collectively the "Shelf RegistrationRegistration Period"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order by supplementing and amending the Shelf Registration Statement to permit the prospectus included therein extent necessary to ensure that it is available for sales by the Holders entitled to the benefits of this Section 2(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the rules, regulations or instructions applicable to the registration form used for such Shelf Registration Statement. Without limiting the foregoing, if on the 30th day after the Effectiveness Date (the "ProspectusInitial Measure Date") and on each 30th day thereafter during the Registration Period (each a "Subsequent Measure Date" and together with the Initial Measure Date, the "Measure Dates"), the number of Transfer Restricted Securities registered pursuant to be lawfully delivered by the Holders Shelf Registration Statement is a number which is less than two hundred percent (200%) of the relevant Securitiesnumber of shares of Common issuable upon conversion of each Share then outstanding including any accrued and unpaid dividends paid on such date by delivery of Transfer Restricted Securities and any shares of Common Stock issuable as a Conversion Failure Payment (as such term is defined in the Articles of Amendment) or issuable upon the failure of the Corporation to pay a Redemption Amount in accordance with Section 8 of the Articles of Amendment and assuming each Share is converted on such Measure Date (the "Minimum Amount"), for a period of two years (or for such longer period if extended pursuant the Company shall file an amendment to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (ior an additional Shelf Registration Statement) have been sold pursuant thereto or within five (ii5) may be sold days of each Measure Date to the extent necessary to increase the number of Transfer Restricted Securities registered pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during such that the requisite period if it voluntarily takes any action that would result in Holders number of Transfer Restricted Securities covered thereby not being able shall be a number no less than the Minimum Amount and shall use its best efforts to offer and sell cause such Securities during that period, unless such action is amendment (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the additional Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any 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 light of the circumstances under which they were made, not misleadingbecome effective promptly thereafter.

Shelf Registration. The Company shall take the following actions: (a) The At such time as the Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant is able to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore)form) for sales of Registrable Shares by a Holder, assuming for this purpose that at the request of one or more Holders thereof are not affiliates of a number Registered Shares equal to at least 50% of the number of Registrable Shares as of , 2010, the Company shall use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of any number of Registrable Shares for which it receives requests in accordance with Section 2(a) (in any such case, such period being called the "“Shelf Registration Period"Registration”). The Company shall be deemed not to have used use its commercially reasonable best efforts to keep cause such Registration Statement to become effective as promptly as practicable and maintain the effectiveness of such Registration Statement (subject to the terms and conditions herein) for a period ending on the earlier of (i) two (2) years following the date on which such Registration Statement first becomes effective (but one (1) year if the Company is not able to use Form S-3 under the Securities Act (or any successor form)), and (ii) the date on which all Registrable Shares covered by such Registration Statement have been sold and the distribution contemplated thereby has been completed or have become freely tradeable pursuant to Rule 144 without regard to volume restrictions or limitations on volume or manner of sale. (b) The Shelf Registration Statement effective during pursuant to this Section 3 shall, to the requisite period if it voluntarily takes any action that would result in Holders of extent possible under applicable law, be effected to permit sales on a continuous basis pursuant to Rule 415 under the Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)Act. (c) Notwithstanding any other provisions In the event of this Agreement a request for a Shelf Registration pursuant to the contrarySection 3(a), the Company shall cause give written notice of the proposed filing of the Registration Statement in connection therewith to all Holders of Registrable Shares offering to each such Holder the opportunity to have any or all of the Registrable Shares held by such Holder included in such registration statement. Each Holder of Registrable Shares desiring to have its Registrable Shares registered under this Section 3(c) shall so advise the Company in writing within fifteen (15) days after the date of such notice from the Company (which request shall set forth the amount of Registrable Shares for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Shares so requested to be included therein. (d) The number, percentage, fraction or kind of shares referred to in this Section 3 shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange or distribution in respect of the shares of Common Stock. (e) The Company, and any other holder of the Company’s securities who has registration rights, may include its securities in any Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, effected pursuant to this Section 3. (f) So long as of the effective date of the a Shelf Registration Statementis in effect with respect to any Registrable Shares, amendment a Holder may not request a Demand Registration or supplement, (i) Piggyback Registration with respect to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any 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 light of the circumstances under which they were made, not misleadingthose shares.

Shelf Registration. The Company shall take the following actions: (a) The Company Issuer shall, at its cost, prepare and, as promptly as practicable : (but in no event more i) not later than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "CommissionShelf Filing Deadline") and thereafter shall use its commercially reasonable best efforts to ), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement") covering the offer and sale ), which Shelf Registration Statement shall provide for resales of the all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(b) hereof; (as defined in Section 5 hereofii) by the Holders thereof from time use its best efforts to time in accordance with the methods of distribution set forth in cause the Shelf Registration Statement and Rule 415 under to be declared effective by the Securities Act of 1933Commission as promptly as practicable, as amended but in no event later than 150 days after the date hereof (the "Securities Act") (hereinafter, the "Shelf RegistrationEffectiveness Target Date"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.and (biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time for a period (the "Effectiveness Period") of: (1) two years following the last date of original issuance of Notes; or (2) such shorter period that will terminate when (X) all of the Holders of Transfer Restricted Securities are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto, (Y) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (iiZ) not all Transfer Restricted Securities registered under the Shelf Registration Statement have been sold. (b) No Holder may include any of its Transfer Restricted Securities in the Shelf Registration Statement pursuant to contain any untrue statement this Agreement unless such Holder furnishes to the Issuer in writing, prior to or on the 20th Business Day after receipt of a material fact request therefor (the "Questionnaire Deadline"), such information as the Issuer may reasonably request for use in connection with the Shelf Registration Statement or omit to state a material fact required the Prospectus or preliminary Prospectus included therein and in any application to be stated therein filed with or necessary to make under state securities laws. In connection with all such requests for information from Holders, the statements therein, in light Issuer shall notify such Holders of the circumstances under which they were made, not misleadingrequirements set forth in the preceding sentence. No Holder shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless such Holder shall have provided all such reasonably requested information prior to or on the Questionnaire Deadline.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 45 days after so required or requested pursuant to this Section 1the date hereof) file with the Securities and Exchange Commission (the "CommissionCOMMISSION") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 within 90 days after the date hereof (the "Shelf Registration StatementSHELF REGISTRATION STATEMENT") covering relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") (hereinafter, the "Shelf RegistrationSHELF REGISTRATION"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial PurchasersConexant) shall be entitled to have the Securities held by it covered by such the Shelf Registration Statement unless such the Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such the Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "ProspectusPROSPECTUS") to be lawfully delivered by the Holders of the relevant Securities, Securities for a period beginning from the date of two years its effectiveness and ending on December 31,2005 (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to are no longer restricted securities (as defined in Rule 144(k) under the Securities Act (Act, or any successor rule therefore)thereof) and if Conexant is a Holder, assuming for this purpose that the Holders thereof are it is not affiliates then an affiliate of the Company (in any such case, such period being called the "Shelf Registration PeriodSHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such the Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, shall as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the Closing Date) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement providing for the offer registration of, and the sale on a continuous or delayed basis by the Holders of, all of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof Securities, from time to time in accordance with the methods of distribution set forth elected by such Holders, pursuant to Rule 415 under the Act or any similar rule that may be adopted by the Commission; provided, however, that if any Securities are issued upon exercise of the option granted to the Initial Purchasers in the Purchase Agreement and the date on which such Securities are issued occurs after the Closing Date, the Company will take such steps, prior to the effective date of the Shelf Registration Statement, to ensure that such Securities and Common Stock issuable upon conversion thereof are included in the Shelf Registration Statement and Rule 415 under on the same terms as the Securities Act of 1933, as amended (issued on the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderClosing Date. (b) The Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective under the Act no later than 150 days after the Closing Date. (c) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the prospectus included therein (the "Prospectus") Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) belowthe “Shelf Registration Period”) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement is declared effective by the Commission until the earliest of (i) the second anniversary thereof or, if later, the second anniversary of the last date on which any Securities are issued upon exercise of the Initial Purchasers’ option; (ii) the date on which all the Securities and the Common Stock issuable upon conversion of the Securities may be sold by non-Affiliates of the Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Act; and (iii) the date as of which all the Securities or the Common Stock issuable upon conversion of the Securities have been sold pursuant thereto or (ii) may be sold pursuant to either under Rule 144(k) 144 under the Securities Act (or any successor rule therefore), assuming for this purpose that similar provision then in force) or pursuant to the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period")Statement. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Securities at any time during that periodthe Shelf Registration Period, unless such action is is (ix) required by applicable law or (ii) taken otherwise undertaken by the Company in good faith and for valid business reasons upon (not including avoidance of the occurrence Company’s obligations hereunder), including the acquisition or divestiture of any event contemplated assets, and (y) permitted by Section 2(b)(v3(i) below, and the Company thereafter complies with the requirements of Section 2(h)hereof. (cd) Notwithstanding Each Holder of Transfer Restricted Securities must deliver a Notice and Questionnaire to the Company at least ten Business Days prior to the effectiveness of the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered by a Holder that is not then a Notice Holder, and in any event within ten Business Days after such date, (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or an amendment or supplement to any document incorporated therein by reference or file any other provisions required document so that the Holder delivering such Notice and Questionnaire is named as a selling holder in the Shelf Registration Statement and the related Prospectus and so that such Holder is permitted to deliver such Prospectus to purchasers of this Agreement the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use best efforts to cause such post-effective amendment to be declared effective under the Act as promptly as is practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i) hereof; and (iii) notify such Holder as promptly as practicable after the effectiveness under the Act of any post-effective amendment filed pursuant to Section 2(d)(i) hereof; provided, however, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i) hereof. Notwithstanding anything contained herein to the contrary, the Company shall cause be under no obligation to name any Holder that is not a Notice Holder as a selling holder in the Shelf Registration Statement and or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the Prospectus and any amendment provisions of this Section 2(d) (whether or supplement thereto, as of not such Holder was a Notice Holder at the effective date of time the Shelf Registration Statement, amendment Statement was declared effective) shall be named as a selling holder in the Shelf Registration Statement or supplement, (i) to comply related Prospectus in all material respects accordance with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any 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 light of the circumstances under which they were made, not misleadingthis Section 2(d).

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) the latest date of original issuance of the Initial Securities), file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable (but in no event more than 180 days after the latest date of original issuance of the Initial Securities) a registration statement on Form S-3 (the "Shelf Registration Statement") covering relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (Act, or any successor rule therefore)thereof, assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, as applicable, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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 the light of the circumstances under which they were made, not misleading.

Shelf Registration. The Company shall take the following actions: (a) The Upon the request of Cinven on behalf of the Holders on any date after the Restricted Period, the Company shall, at (i) shall use its cost, prepare and, best efforts to file as promptly as reasonably practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities Commission, and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable in any event no later than 20 calendar days following such request, a registration statement on Form S-3 (the "Shelf Registration Statement") covering , to the extent available to the Company under applicable law, relating to the offer and sale (such offer and sale to occur no earlier than February 1, 2016) of all of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) held by the Holders thereof from time to time in accordance with the methods of distribution elected by Cinven on behalf of the Holders and set forth in the Shelf Registration Statement and Rule 415 (ii) shall use its reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. If, upon such a request by Cinven on behalf of 1933, as amended (the "Securities Act") (hereinafterHolders, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled option to have the Securities held by it covered by such file a Shelf Registration Statement unless is not available to the Company under applicable law, upon the option to file a Shelf Registration Statement thereafter becoming available to the Company, the Company shall promptly notify Cinven, and, upon request from Cinven on behalf of the Holders following such Holder agrees notice, will carry out the actions described in writing to be bound by all the provisions clauses (i) and (ii) of this Agreement applicable to such Holderparagraph. (b) The Company shall use its commercially reasonable best efforts to keep the such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus included therein (the "Prospectus") Prospectus forming a part thereof to be lawfully delivered usable by the Holders until the earlier of (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the relevant Securities, for a period Securities Act and Rule 174 thereunder) and (ii) the date as of two years (or for such longer period if extended which the Holders are permitted to sell their Registrable Securities without registration pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all Rule 144 under the Securities covered Act without volume limitation or other restrictions on transfer thereunder. (c) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to this Section 2 is effective, if Cinven on behalf of the Holders delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that the Holders intend to effect an offering of all or part of the Registrable Securities included by the Holders on the Shelf Registration Statement (a “Shelf Offering”) and stating the dollar amount of the Registrable Securities to be included in such Shelf Offering, then the Company shall, as promptly as reasonably practicable and in any event no later than seven calendar days following the delivery of the Shelf Take-Down Notice, amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and any other securities, as the case may be, to be distributed pursuant to the Shelf Offering as contemplated by the Shelf Take-Down Notice. (d) The number of underwritten Shelf Offerings in any consecutive twelve-month period shall not exceed two and the number of underwritten Shelf Offerings together with any Demand Registrations in any consecutive twelve-month period shall not exceed two. The Holders shall not be entitled to initiate an underwritten Shelf Offering unless Cinven on behalf of the Holders has requested to offer in such underwritten Shelf Offering either (i) have been sold pursuant thereto Registrable Securities having a fair market value of at least $125 million or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates at least 20% of the Company (in any such case, such period being called the "Registrable Securities. The aggregate number of Shelf Registration Period"). The Statements and Demand Registration Statements the Company shall be deemed obligated to file under this Agreement shall not exceed four, it being understood that, subject to have used its commercially reasonable best efforts the limitations set forth in this Section 2(d), the number of takedowns under any such Shelf Registration Statement shall be unlimited and there shall be no restriction on the number of non-underwritten Shelf Offerings. No underwritten Shelf Offering shall be required to keep be made by the Company for the Holders if it is within six months of another registration of securities that included any of such Holder’s Registrable Securities. (e) The Company shall, from time to time, supplement, amend and renew the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by the Securities Act, including the rules, regulations or instructions applicable law or (ii) taken to the registration form used by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the such Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any 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 light of the circumstances under which they were made, not misleading.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the latest date of original issuance of the Initial Securities) file with the Securities and Exchange Commission (the "“Commission"”) and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "“Shelf Registration Statement"”) covering relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "“Securities Act"”) (hereinafter, the "“Shelf Registration"”); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "“Prospectus"”) to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to are no longer restricted securities (as defined in Rule 144(k) 144 under the Securities Act (Act, or any successor rule thereforethereof), assuming for this purpose that the Holders thereof are not affiliates (as defined in Rule 144(a)(1) under the Securities Act) of the Company (in any such case, such period being called the "“Shelf Registration Period"”). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) The Company may suspend the use of the Prospectus for a period not to exceed an aggregate of 45 days in any 90-day period or an aggregate of 90 days in any twelve-month period if the Board of Directors of the Company, or the Chief Executive Officer or the Chief Financial Officer of the Company, shall have determined in good faith that because of valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitations, the acquisition or divestiture of assets, pending corporate developments, public filings with the Commission and similar events, it is in the interest of the Company to suspend such use, and prior to suspending such use the Company provides written notice to the Initial Purchasers and the Holders of the Securities, which notice need not specify the nature of the event giving rise to such suspension (such period during which the availability of the Shelf Registration Statement and related Prospectus is suspended being a “Deferral Period”) (d) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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 the light of the circumstances under which they were made, not misleading.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1the original issuance of the Firm Securities (such original issuance date, the “Closing Date”)) file with the Securities and Exchange Commission (the "“Commission") ”), and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable effective, no later than 210 days after the Closing Date, a registration statement on Form S-3 (the "“Shelf Registration Statement"”) covering on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”) relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "“Shelf Registration"”); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "“Prospectus"”) to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness the latest issuance of the Notes from the Company to the Initial Purchaser or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (Act, or any successor rule therefore)thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration under the Securities Act (assuming for this purpose that the Holders thereof are not affiliates of the Company Company) or (iii) cease to be outstanding (in any such case, such period being called the "“Shelf Registration Period"”). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) and 2(b)(vi) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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. (d) Each Holder of Transfer Restricted Securities (as defined below) agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 1(d) and Section 2(h). Each Holder of Transfer Restricted Securities wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus and to be listed as a selling securityholder in the Shelf Registration and related Prospectus at the time the Shelf Registration Statement is declared effective (the “Effective Time”) agrees to deliver a written notice, substantially in the form of Annex A to the offering circular disseminated in connection with the issuance of the Firm Securities (a “Notice and Questionnaire”) to the Company at least one (1) Business Day (a “Business Day” meaning each day that is not a Saturday, Sunday or legal holiday) prior to the filing of the Shelf Registration Statement or any amendment thereto (each Holder delivering the Notice and Questionnaire, a “Notice Holder”). From and after the date the Shelf Registration Statement is declared effective, each Holder wishing to sell Registrable Securities pursuant to the Shelf Registration Statement and related prospectus agrees to deliver a Notice and Questionnaire to the Company at least five (5) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. The Company shall, as promptly as practicable after the later of the date of receipt of a Notice and Questionnaire or the expiration of any Suspension Period (as defined in Section 2(b) hereof) in effect when the Notice and Questionnaire is delivered (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 1(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 1(d)(i). Notwithstanding the foregoing, in no event shall the Company be required to file more than one post-effective amendment pursuant to this Section 1(d) in any calendar quarter or to file a supplement or post-effective amendment during any Suspension Period.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 ninety (90) days after so required or requested pursuant to this Section 1the first date of original issuance of the Initial Securities (the "ISSUE DATE")) file with the Securities and Exchange Commission (the "CommissionCOMMISSION") and thereafter shall use its all commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (or other appropriate form) (the "Shelf Registration StatementSHELF REGISTRATION STATEMENT") covering relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") (hereinafter, the "Shelf RegistrationSHELF REGISTRATION"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder (i) agrees in writing (in a form reasonably acceptable to the Company) to be bound by all the provisions of this Agreement applicable to such Holder, and (ii) completes and delivers to the Company the form of Selling Security Holder Notice and Questionnaire (the "NOTICE AND QUESTIONNAIRE") attached as Annex A to the final Confidential Offering Circular utilized in connection with the sale of the Initial Securities. (b) The Company shall use its all commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "ProspectusPROSPECTUS") to be lawfully delivered by the Holders of the relevant Securities, for a period of two (2) years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when (i) all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto thereto, or (ii) may all the Securities covered by the Shelf Registration Statement that are held by persons other than affiliates of the Company as defined in the Securities Act are eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act (Act, or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration PeriodSHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its all commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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.

Shelf Registration. The Company shall take the following actions: (a) The Company shallParent shall file with the SEC a Shelf Registration Statement covering (i) one or more Distributions (as defined in the Merger Agreement) and (ii) the resale of the HL Fund Shares by AIT and/or the HL Funds; provided, at its costhowever, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested that the number of HL Fund Shares that may be resold pursuant to this Section 1subsection (ii) file with shall not exceed that number of shares that, following such resale, would result in the Securities HL Fund Shares being nine and Exchange Commission nine-tenths percent (9.9%) or less of the number of shares of Parent Common Stock then issued and outstanding; provided, further, that the number of Shares that may be resold pursuant to subsections (i) and (ii) shall be subject to the restrictions set forth in the Lockup and Standstill Agreement (the "Commission") and thereafter “Shelf Registration”). Parent shall use its commercially reasonable best efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable a registration statement under the Securities Act no later than the six-month anniversary of the date of this Agreement (the “Effectiveness Deadline Date”). The Shelf Registration Statement shall be on Form S-3 (except if Parent is not then eligible to register for resale the "Shelf Registration Statement"Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) covering and shall contain (except if otherwise required the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereofAct) by the Holders thereof from time to time in accordance with the methods a plan of distribution set forth in the Shelf Registration Statement reasonably agreed upon by Parent and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderAIT. (b) The Company Parent shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by in the Shelf Registration Statement to be usable by Stockholders as set forth in Section 2.03(a) until the earlier of (i) have been sold pursuant thereto or the eighteen month anniversary of the date of this Agreement and (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose 90 days following such date that the Holders thereof are not affiliates number of HL Fund Shares is less than ten percent (10%) of the Company number of shares of Parent Common Stock issued and outstanding (in any such case, such period being called referred to herein as the "“Shelf Registration Effectiveness Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h”). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company Parent shall cause the Shelf be liable for and pay all Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of Expenses in connection with the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any 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 light of the circumstances under which they were made, not misleading.

Shelf Registration. The Company shall take the following actions: (a) The Company Issuer shall, at its cost, prepare and, as promptly as practicable : (but in no event more i) not later than 90 120 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission date hereof (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter“Shelf Registration Statement”), the "which Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) Registration Statement shall be entitled to have the provide for resales of all Registrable Securities held by it covered by such Holders that have provided the information required pursuant to the terms of Section 2(b) hereof; (ii) use its reasonable best efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective by all the provisions of this Agreement applicable to such Holder.Commission as promptly as is practicable, but in no event later than 180 days after the date hereof (the “Effectiveness Target Date”); and (biii) The Company shall subject to Section 4(b)(i) hereof, use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Registrable Securities entitled to the relevant Securities, for a period benefit of two years this Agreement and (or for such longer period if extended pursuant to Section 2(hB) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time for a period (the “Effectiveness Period”) ending on the earliest of: (1) two years after the last date of original issuance of any of the Convertible Notes; (2) the date when the Holders are able to sell all such Registrable Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act; (3) the date when all of the Registrable Securities of those Holders that have provided the information required pursuant to the terms of Section 2(b) hereof are registered under the Shelf Registration Statement and disposed of in accordance with the terms of the Shelf Registration Statement; or (ii4) not the date when all of the Registrable Securities of those Holders that have provided the information required pursuant to contain the terms of Section 2(b) hereof have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise). (b) No Holder of Registrable Securities may include any untrue statement of a material fact its Registrable Securities in the Shelf Registration Statement and related Prospectus pursuant to this Agreement unless such Holder furnishes to the Issuer in writing, after the date of the request, such information as the Issuer may reasonably request for use in connection with the Shelf Registration Statement or omit Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state a material fact securities laws. In connection with all such requests for information from Holders of Registrable Securities, the Issuer shall notify such Holders of the requirements set forth in the preceding sentence. No Holder of Registrable Securities shall be entitled to Additional Amounts pursuant to Section 3 hereof unless such Holder shall have provided all such reasonably requested information. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be stated therein or necessary disclosed in order to make information previously furnished to the statements therein, in light of the circumstances under which they were made, Issuer by such Holder not materially misleading.

Shelf Registration. The So long as any Transfer Restricted Security (as defined in Section 5 hereof) exists, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 within 60 days after so required or requested the date on which the Initial Purchasers purchase the Convertible Preferred Stock pursuant to this Section 1) the Purchase Agreement (the "Closing Date"), file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable no later than 180 days after the Closing Date a registration statement on Form S-3 (the "Shelf Registration Statement") covering on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for until such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when time as all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may are eligible to be sold pursuant to under Rule 144(k) under the Securities Act (or any successor rule thereforethereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). ." The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)law. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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 have no such obligations or liabilities with respect to any written information pertaining to any Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 ninety (90) days after so required or requested pursuant to this Section 1the original issuance of the Notes (such original issuance date, the "Closing Date")) file with the Securities and Exchange Commission (the "Commission") ), and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable effective, no later than one hundred eighty (180) days after the Closing Date, a registration statement on Form S-3 (the "Shelf Registration Statement") covering on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act") relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 5(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial Purchasersa Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness Closing Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (Act, or any successor rule therefore)thereof, or otherwise transferred in a manner that results in (A) the Securities not being subject to transfer restrictions under the Securities Act and (B) the absence of a need for a restrictive legend regarding registration under the Securities Act (assuming for purpose of this purpose Section 1(b)(ii) that the Holders thereof are not affiliates of the Company Company) or (iii) cease to be outstanding (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) and 2(b)(vi) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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 misleadingmisleading other than any such statement that may be made or omitted in reasonable reliance upon and in conformity with written information furnished by a Holder specifically for inclusion therein. (d) Each Holder of Transfer Restricted Securities (as defined in Section 5(d) hereof) agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to the Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 1(d) and Section 2(h). Each Holder of Transfer Restricted Securities wishing to sell Transfer Restricted Securities pursuant to the Shelf Registration Statement and related Prospectus and to be listed as a selling securityholder in the Shelf Registration Statement and related Prospectus at the time the Shelf Registration Statement is declared effective (the "Effective Time") agrees to deliver a written notice, substantially in the form of Annex A attached hereto (such a notice, when completed, duly executed and so delivered, a "Notice and Questionnaire") to the Company at least one (1) Business Day (a "Business Day" meaning each day that is not a Saturday, Sunday or legal holiday) prior to the filing of the Shelf Registration Statement or any amendment thereto (each Holder delivering the Notice and Questionnaire, a "Notice Holder"). From and after the date the Shelf Registration Statement is declared effective, each Holder wishing to sell Securities pursuant to the Shelf Registration Statement and related Prospectus that has not previously delivered a Notice and Questionnaire to the Company in accordance with the foregoing provisons of this Section 1(d) agrees to deliver a Notice and Questionnaire to the Company at least five (5) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. The Company shall, as promptly as reasonably practicable after the later of the date of receipt of a Notice and Questionnaire or the expiration of any Suspension Period (as defined in Section 2(b) hereof) in effect when the Notice and Questionnaire is delivered (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 1(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 1(d)(i).

Shelf Registration. The (i) If, because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Company shall take is not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 150 calendar days following actions: the Closing Date or (aB) The the Exchange Offer is not consummated within 180 calendar days after the Closing Date, (iii) upon the written request of the Initial Purchasers with respect to any Registrable Securities which it acquired directly from the Company or (iv) upon the written request of any Holder that either (A) is not permitted pursuant to applicable law, SEC rules and regulations or applicable interpretations thereof by the staff of the SEC to participate in the Exchange Offer or (B) participates in the Exchange Offer and does not receive fully tradable Exchange Securities pursuant to the Exchange Offer, then in case of each of clauses (i) through (iv) the Company shall, at its cost, prepare and, as : (a) As promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) practicable, file with the Securities and Exchange Commission (the "Commission") SEC, and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon promptly as practicable but no later than 150 calendar days after the Closing Date, a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth elected by the Majority Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by set forth in such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement. (b) The Company shall use Use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, for a period ending on the earliest of (i) two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness the Registrable Securities were originally issued by the Company, (ii) the date on which the Registrable Securities become eligible for resale without volume limitations pursuant to Rule 144 under the 1933 Act, or (iii) for such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able or cease to offer and sell such Securities during that period, unless such action is (i) required by applicable law be outstanding or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)otherwise to be Registrable Securities. (c) Notwithstanding any other provisions of this Agreement hereof, use its best efforts to the contrary, the Company shall cause the ensure that (i) any Shelf Registration Statement and the Prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any 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 thereintherein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly as reasonably practicable after its being used or filed with the SEC.

Shelf Registration. The If any Registrable Shares are outstanding on September 26, 2007, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly soon as practicable (but in no any event more than 90 days after so required or requested pursuant to this Section 1) by December 24, 2007, file with the Securities and Exchange Commission (the "“Commission") ”), and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable no later than March 24, 2008, subject to Section 2(h), a registration statement on Form S-3 (the "“Shelf Registration Statement"”) covering on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) Registrable Shares by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement (which shall be substantially in the form of Annex B hereto except to the extent revised pursuant to comments received from the staff of the Commission or otherwise required by applicable law or regulation) and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "“Shelf Registration"”); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities Registrable Shares held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderHolder and submits a Notice and Questionnaire. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant SecuritiesRegistrable Shares included therein, for a period until the earlier of two years (or for such longer period if extended pursuant to Section 2(hi) below) from the date of its effectiveness or such shorter period that will terminate when on which all the Securities Registrable Shares covered by the Shelf Registration Statement (i) have been sold pursuant thereto cease to be Registrable Shares or (ii) may be sold pursuant to Rule 144(k) under the Securities Act NYSE Approval Date (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "“Shelf Registration Period"”). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it voluntarily takes any action that would result in Holders of Securities Registrable Shares covered thereby not being able to offer and sell such Securities Registrable Shares during that period, unless such action is (i) required by applicable law or (ii) taken by the Company except as provided in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (i) the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, (as of the effective date of the Shelf Registration Statement), any amendment thereof (as of the effective date thereof) or supplementsupplement thereto (as of its date), (iA) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (iiB) 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 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 the rules and regulations of the Commission 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 have no such obligations or liabilities with respect to any written information pertaining to any Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein. (d) The Company shall use its best efforts to cause the Registrable Shares included in the Shelf Registration Statement to be, upon resale thereunder, listed on the New York Stock Exchange, Inc. (the “NYSE”) or, if the Common Stock is not then listed on the NYSE, on the principal national securities exchange on which the Common Stock is then listed, or if the Common Stock is not then listed on a national securities exchange, authorized for quotation on any automated quotation system on which the Common Stock is then quoted.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 120 days after so required or requested pursuant to this Section 1the first date of original issuance of the Initial Securities) file with the United States Securities and Exchange Commission (the "“Commission"”) and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement”) on Form S-3 (or other appropriate form), which if the "Shelf Registration Statement") covering Company is then eligible shall be an automatic shelf registration statement, relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "“Securities Act"”) (hereinafter, the "“Shelf Registration"”); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderHolder and such Holder delivers the information required pursuant to Section 2(a) and 2(l) hereof. (b) The Company shall use its commercially reasonable best efforts efforts, subject to Section 1(d) below, to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "“Prospectus"”) to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the latest date of its effectiveness original issuance of the Initial Securities or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or thereto, (ii) may be sold pursuant to are no longer restricted securities (as defined in Rule 144(k) under the Securities Act (Act, or any successor rule thereforethereof), assuming for this purpose that the Holders thereof are not affiliates of the Company or (iii) the date on which all Transfer Restricted Securities cease to be outstanding (in any such case, such period being called the "“Shelf Registration Period"”). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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. (d) During the Shelf Registration Period, the Company may suspend the availability of the Shelf Registration Statement, upon written notice to the Initial Purchasers and the Holders of Transfer Restricted Securities (which notice shall be accompanied by an instruction to suspend the use of any prospectus), for one or more periods not to exceed 90 days in the aggregate in any consecutive twelve-month period (each such period, a “Suspension Period”) due to the occurrence or existence of any pending corporate development or other similar event with respect to the Company (not including the avoidance of any obligations hereunder) or any filing with the Commission that, in the Company’s discretion, makes it appropriate to suspend the availability of the Shelf Registration Statement and Prospectus. (e) Each Holder agrees not to sell any Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Shelf Registration Period, to notify the Company, within 10 business days of a written request by the Company, of the amount of Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of such Holder’s Securities have been so sold; provided, however, that the Company shall use reasonable efforts to confirm that all of such Holder’s Securities have been so sold prior to such assumption.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, As soon as promptly as reasonably practicable (but no later than ten (10) Business Days) after the Company becomes eligible to file an “automatic shelf registration statement” (as defined in no event more than 90 days after so required or requested pursuant to this Section 1) Rule 405), and if the Company is a “well-known seasoned issuer” (as defined in Rule 405), then the Company shall file with the Securities and Exchange Commission (a Shelf Registration Statement in the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a form of an automatic shelf registration statement on Form S-3 (the "Shelf Registration Statement") covering relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) by the Holders thereof Holder from time to time in accordance with the methods of distribution elected by the Holder and set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless and, thereafter, shall use its commercially reasonable efforts to cause such Holder agrees in writing Shelf Registration Statement to become or be bound by all declared effective under the provisions of this Agreement applicable to such HolderSecurities Act. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus included therein (the "Prospectus") Prospectus forming a part thereof to be lawfully delivered usable by the Holders Holder until the earliest of: (1) the sale of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Registrable Securities covered by registered under the Shelf Registration Statement Statement; (i2) have been sold pursuant thereto or (ii) may be sold the six-month anniversary of the date hereof if, at such time, the Registrable Securities are tradable by United Mining without restriction pursuant to Rule 144(k144; and (3) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates one-year anniversary of the Company date hereof (in any such case, such period being called referred to herein as the "Shelf Registration “Effectiveness Period"”). ; The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it the Company voluntarily takes any action that would result in Holders the Holder of Registrable Securities covered thereby not being able to offer and sell any of such Registrable Securities during that period, unless such action is (iA) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter promptly complies with the requirements of Section 2(h)3(j) below or (B) permitted pursuant to Section 2(c) below. (c) Notwithstanding any other provisions The Company may suspend the use of this Agreement the Prospectus for up to four (4) periods not to exceed 10 consecutive days per period or an aggregate of 30 days during the contraryEffectiveness Period, if the Board of Directors of the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as have determined in good faith that because of valid business reasons (not including avoidance of the effective date Company’s obligations hereunder), including the acquisition or divestiture of assets, pending corporate developments and similar events, it is in the best interests of the Shelf Registration StatementCompany to suspend such use, amendment or supplementand prior to suspending such use the Company provides the Holder with ten (10) Business Days’ prior written notice of such suspension, (i) to comply in all material respects with which notice need not specify the applicable requirements nature of the Securities Act and the rules and regulations of the Commission and (ii) not event giving rise to contain any 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 light of the circumstances under which they were made, not misleadingsuch suspension.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than on or prior to 90 calendar days after so required or requested pursuant to this Section 1) the Closing Date (as defined in the Purchase Agreement), file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities and, thereafter, shall use its reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the later of: (i) 180 calendar days after the Closing Date and (ii) 45 days after the first to occur of (A) the termination of the Agreement and Plan of Merger, dated as defined in Section 5 hereofof June 16, 2003, between the Company and Novuspharma S.p.A. (the “Merger Agreement”) and (B) the consummation of the merger transaction contemplated by the Holders thereof from time Merger Agreement; provided, however, that the Company may, upon written notice to time all the Holders, postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed 60 days if the Company is in accordance with possession of material non-public information, the methods disclosure of distribution set forth which would have a material adverse effect on the business, operations, properties, condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole; provided further, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement and Rule 415 under or to use the Prospectus for resales of Registrable Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such holder is an Electing Holder. (b) The Company shall use its commercially reasonable best efforts efforts: (i) to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") Prospectus to be lawfully delivered usable by holders for resales of Registrable Securities until the Holders earlier of (A) the sale under the shelf Registration Statement of all the Registrable Securities registered thereunder and (B) the expiration of the relevant Securities, for a holding period of two years (or for applicable to such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period Registrable Securities held by persons that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company under Rule 144(k) of the Securities Act or any successor previously subject to specific permitted exceptions (in any such case, such period being called referred to herein as the "“Effectiveness Period”); (ii) after the Effective Time, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the Prospectus for resales of Registrable Securities, including without limitation any action necessary to identify such holder as a selling securityholder in the Shelf Registration Period"). The Statement; provided, however, that nothing in this subparagraph shall relieve such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a) (ii) hereof; and (iii) if at any time the Securities are convertible into securities other than Common Stock pursuant to Article Ten of the Indenture, the Company shall, or shall cause any successor under the Indenture to, cause such securities to be deemed not to have used its commercially reasonable best efforts to keep included in the Shelf Registration Statement effective during no later than the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of on which the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to may then be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingconvertible into such securities.

Shelf Registration. The Company shall take the following actions: (a) The At such time as the Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant is able to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) F-3 under the Securities Act (or any successor rule therefore)or similar form) for sales of Registrable Shares by a Holder, assuming for this purpose that at the request of one or more Holders thereof are not affiliates of the lesser of (A) a number of Registrable Shares equal to at least 25% of the number of Registrable Shares as of the date hereof or (B) Registrable Shares having an aggregate market value of at least $10 million at the time of request, the Company shall use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of any number of Registrable Shares for which it receives requests in accordance with Section 2(a) (in any such case, such period being called the "“Shelf Registration Period"Registration”). The Company shall be deemed not to have used use its commercially reasonable best efforts to keep cause such Registration Statement to become effective as promptly as practicable and maintain the effectiveness of such Registration Statement (subject to the terms and conditions herein) for a period ending on the earlier of (i) three (3) years following the date on which such Registration Statement first becomes effective (but one (1) year if the Company is not able to continue to use Form F-3 under the Securities Act (or any successor or similar form)), and (ii) the date on which all Registrable Shares covered by such Registration Statement have been sold, and the distribution contemplated thereby has been completed, or have become freely saleable pursuant to Rule 144 without restriction or limitation on volume or manner of sale. (b) The Shelf Registration Statement pursuant to this Section 3 shall, to the extent possible under applicable law, be effected to permit sales on a continuous basis pursuant to Rule 415 under the Securities Act. Any sale pursuant to the Shelf Registration Statement effective during the requisite period if it voluntarily takes pursuant to this Section 3 may or may not be underwritten; provided, however, that (i) Holders may request any action that would result underwritten takedown only to be effected as a Demand Registration (in Holders of Securities covered thereby not being able to offer and sell such Securities during that periodwhich event, unless such action is (iDemand Registration would not require representatives of the Company to meet with prospective purchasers of the Company’s securities, a Demand Registration must be available thereunder and the number of Demand Registrations available shall be reduced by one subject to Section 2(b)) required by applicable law or (ii) taken by the Company Holders may request an unlimited number of underwritten takedowns to be effected in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies accordance with the requirements terms of Section 2(h)4. (c) Notwithstanding any other provisions In the event of this Agreement a request for a Shelf Registration pursuant to the contrarySection 3(a), the Company shall cause give written notice of the proposed filing of the Registration Statement in connection therewith to all Holders of Registrable Shares offering to each such Holder the opportunity to have any or all of the Registrable Shares held by such Holder included in such registration statement. Each Holder of Registrable Shares desiring to have its Registrable Shares registered under this Section 3(c) shall so advise the Company in writing within fifteen (15) days after the date of such notice from the Company (which request shall set forth the amount of Registrable Shares for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Shares so requested to be included therein. (d) The number, percentage, fraction or kind of shares referred to in this Section 3 shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange or distribution in respect of the shares of Common Stock. (e) The Company, and any other holder of the Company’s securities who has registration rights, may include its securities in any Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) effected pursuant to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any 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 light of the circumstances under which they were made, not misleadingthis Section 3.

Shelf Registration. The So long as any Transfer Restricted Security (as defined in Section 5 hereof) exists, the Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more not later than 90 45 days after so required (or requested pursuant to this Section 1if such 45th day is not a business day, the first business day thereafter) the date of original issue of the Convertible Preferred Stock, file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable on or prior to August 15, 1998 a registration statement on Form S-3 the appropriate form (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended 1933 (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for until such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when time as all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule thereforethereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (i) such action is (i) required by applicable law or (ii) upon the occurrence of any event contemplated by paragraph 2(b)(iv) below, such action is taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter promptly complies with the requirements of Section paragraph 2(h)) below if the Company has determined in good faith that there are no material legal or commercial impediments in so doing. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (other than information required to be supplied by the selling Holders pursuant to this Agreement) (i) the Shelf Registration Statement and the Prospectus related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) thereto to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) the Shelf Registration Statement and any amendment thereto not to contain any contain, when it becomes effective, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming a part of the Shelf Registration Statement, and any amendment or supplement to such prospectus, not to contain, as of the date of such prospectus or amendment or supplement, 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. (d) The Company shall ensure that the Shelf Registration Statement includes the shares of Common Stock issued in payment of dividends, if any, as permitted in accordance with the terms of the Convertible Preferred Stock.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, shall prepare and, as promptly as practicable (but in no event more later than 90 60 days after so required or requested pursuant to this Section 1) the date on which the Warrant is issued, file with the Securities and Exchange Commission (the "Commission") SEC, and thereafter shall use its commercially reasonable best efforts to to 1. cause to be declared effective as soon as practicable practicable, a registration statement on Form S-3 or such other form as the Company may be permitted to use (the "Shelf Registration StatementSHELF REGISTRATION STATEMENT") covering relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) by the Holders thereof Holder from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf RegistrationSHELF REGISTRATION"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Subject to the terms and conditions set forth herein, the Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "ProspectusPROSPECTUS") to be lawfully delivered by the Holders Holder, until the earlier of the relevant Securities(A) twenty (20) days after December 31, for a period of two years 2004, (or for such longer period if extended pursuant to Section 2(hB) below) from the date of its effectiveness that is twenty (20) days following a Termination Event, or such shorter period that will terminate (C) when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration PeriodSHELF REGISTRATION PERIOD"). The Notwithstanding any other provision of this Exhibit A, the Holder understands that there may be periods during which the Company's Board of Directors may determine, in good faith, that it is in the best interest of the Company shall be deemed not and its stockholders to have used its commercially reasonable best efforts defer amendments or supplements to keep the Prospectus and that during such periods sales of Registrable Securities and the effectiveness of the Shelf Registration Statement effective during the requisite period if it voluntarily takes may be suspended or delayed. The Holder agrees that upon receipt of any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by written notice from the Company in good faith and for valid business reasons upon the occurrence of as to any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement circumstance requiring an amendment or supplement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as advising the Holder to discontinue the Holder's disposition of the effective date of Registrable Securities pursuant to the Shelf Registration Statement, amendment the Holder will forthwith discontinue the Holder's disposition of Registrable Securities pursuant to the Shelf Registration Statement until the Holder's receipt of copies of an appropriately supplemented or supplementamended Prospectus and written notice from the Company advising the Holder that it may resume sales and dispositions of Registrable Securities pursuant to the Shelf Registration Statement. In the event the Company shall give any such notice and Registrable Securities covered by the Shelf Registration Statement remain unsold, (i) to comply in all material respects with the applicable requirements Shelf Registration Period shall be extended by the number of days during the period from and including the date of the Securities Act giving of such notice to and including the rules and regulations date when the Holder shall have received the copies of the Commission and (ii) not to contain any untrue statement of a material fact appropriate supplemented or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingamended Prospectus.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to the date of this Section 1Agreement) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable after it has filed a registration statement on Form S-3 or, if Form S-3 is not available, on an appropriate form under the Securities Act (the "Shelf Registration Statement") covering relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness this Agreement or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to are no longer restricted securities (as defined in Rule 144(k) under the Securities Act (Act, or any successor rule thereforethereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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. (d) Each Holder of Transfer Restricted Securities agrees, by its acquisition of Transfer Restricted Securities, that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 1(d) and Section 2(h). Each Holder of Transfer Restricted Securities wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a written notice, substantially in the form of Annex A to the Offering Circular (a "Notice and Questionnaire") to the Company at least five (5) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. Any Holder who does not complete and deliver a Notice and Questionnaire to the Company will not be permitted to sell Transfer Restricted Securities pursuant to the Shelf Registration Statement.

Shelf Registration. The If (i) because of any change in law ------------------ or applicable interpretations thereof by the Commission's staff, the Company shall take is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, (ii) any Notes validly tendered pursuant to the Exchange Offer are not exchanged for Exchange Notes within 210 days after the Issue Date, (iii) the Initial Purchaser so requests with respect to Notes not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer, (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Notes in exchange for tendered Notes, or (vi) the Company so elects, then the following actionsprovisions shall apply: (a) The Company shall, at shall use its cost, prepare and, reasonable best efforts to file as promptly as practicable (but in no event more than 90 30 days after so required or requested pursuant to this Section 12) file with the Securities and Exchange Commission (the "Commission") , and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable effective, a shelf registration statement on Form S-3 (an appropriate form under the "Shelf Registration Statement") covering Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) Notes by the such Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, ---------------------------- together with any Exchange Offer Registration Statement, a "Registration ------------ Statement"). --------- (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Notes for a period ending on the earlier of (i) two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Notes covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date all of the Notes become eligible for resale without volume restrictions pursuant to Rule 415 144 under the Securities Act of 1933(in any such case, as amended (the "Securities Act") (hereinafter, such period being called the "Shelf RegistrationRegistration Period"). The Company shall be ------------------------- deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Notes covered thereby not being able to offer and sell such Transfer Restricted Notes during that period, unless such action is required by applicable law; PROVIDEDprovided, HOWEVERhowever, that no -------- ------- Holder of Notes or Exchange Notes (other than the Initial PurchasersPurchaser) shall be entitled to have the Securities Notes or Exchange Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause the will ensure that (i) any Shelf Registration Statement and the Prospectus any amendment thereto and any amendment or prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and thereunder, (ii) not any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain any an 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 not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more No later than 90 60 days after so required or requested pursuant to this Section 1) the Closing Date, Onyx shall prepare and file with the Securities and Exchange Commission (the "CommissionSEC") and thereafter a registration --- statement on Form S-3 or the shortest form of registration statement then available for use by Onyx (the "Registration Statement") registering for resale ---------------------- the Registrable Securities issued to the Holder pursuant to Section 1.3(a)(i) of the Purchase Agreement, which sales may be effected from time to time on the Nasdaq National Market or in privately negotiated transactions. Onyx shall use its commercially reasonable best efforts to cause the Registration Statement to (i) be declared effective by the SEC as soon as practicable after filing and (ii) remain effective until the earlier of (A) one year after the Closing Date and (B) the date on which all of the Registrable Securities covered by the Registration Statement have been sold. This period of effectiveness of the Registration Statement shall be referred to herein as the "Selling Period" for -------------- the Registrable Securities registered thereon. (b) No later than 30 days after the issuance of shares of Onyx Common Stock, if any, to the Holder pursuant to Section 1.3(a)(ii) of the Purchase Agreement, Onyx shall prepare and file with the SEC a registration statement on Form S-3 or the shortest form of registration statement then available for use by Onyx (the "Shelf Second Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof registering for resale such ----------------------------- Registrable Securities, which sales may be effected from time to time on the Nasdaq National Market or in accordance with privately negotiated transactions. Onyx shall use commercially reasonable efforts to cause the methods of distribution set forth in the Shelf Second Registration Statement and Rule 415 under the Securities Act of 1933, as amended to (the "Securities Act"i) (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously declared effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders SEC as soon as practicable after filing and (ii) remain effective until the earlier of (A) the first anniversary of the relevant Securities, for a period issuance of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Second Registration Statement and (iB) the date on which all such Registrable Securities have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates sold. This period of effectiveness of the Company (in any such case, such period being called Second Registration Statement shall be referred to herein as the "Shelf Registration Selling Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep " for the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h)-------------- registered thereon. (c) Onyx shall not be obligated to effect any such registration pursuant to this Section 2.1 if Onyx shall furnish to the Holder a certificate signed by the president, chief executive officer or chief financial officer of Onyx stating that: (A) in the good-faith judgment of Onyx's Board of Directors, effectuating a registration would be materially detrimental to Onyx and its shareholders or (B) there exists a Disclosure Condition, in which event Onyx shall have the right to defer the filing of either the Registration Statement or the Second Registration Statement, as applicable, until the filing would no longer be detrimental or until disclosure is made, but in no event later than 60 days after the date of such certificate (subject to the limitation on delays and suspensions set forth in Section 2.3(b) hereof); provided, however, that Onyx may not so delay the filing at any time -------- ------- during which Onyx is publicly selling shares of its capital stock; and provided -------- further, that the applicable Selling Period shall be extended by the number of ------- days by which the initial filing of the Registration Statement or, as applicable, the Second Registration Statement was so delayed. (d) Notwithstanding any other provisions provision of this Agreement Agreement, Onyx shall have the right, in its sole discretion, to include shares of Onyx Common Stock held by other selling shareholders on either the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment the Second Registration Statement, or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any 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 light of the circumstances under which they were made, not misleadingboth.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more later than 90 days after so required or requested pursuant to this Section 1) the Closing Date, file with the Securities and Exchange Commission (the "Commission") SEC, and thereafter shall use its commercially reasonable best efforts to cause to be declared become effective as soon promptly as practicable but no later than 180 days after the Closing Date, a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) by the Holders thereof from time that have provided the information pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"Section 2.1(d); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall shall, at its cost, use its commercially reasonable best efforts efforts, subject to Section 2.5, to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") Prospectus forming part thereof to be lawfully delivered usable by the Holders of the relevant Securities, (i) for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness the original issuance of the Notes or (ii) for such shorter period that will terminate (A) when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto to the Shelf Registration Statement, (B) when the Holders, other than “affiliates” (as defined in Rule 144 under the 1▇▇▇ ▇▇▇) of the Company, are able to sell or (ii) may be sold transfer to the public all Registrable Securities immediately without restriction pursuant to Rule 144 (or any similar provision then in force, including Rule 144(k), but not Rule 144A) under the Securities 1933 Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (iiC) taken by when all Registrable Securities cease to be outstanding or otherwise cease to be Registrable Securities (the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h“Effectiveness Period”). (c) Notwithstanding any other provisions of this Agreement to the contraryhereof, the Company shall cause the use its reasonable best efforts to provide that (i) any Shelf Registration Statement and the Prospectus any amendment thereto and any amendment or Prospectus forming part thereof and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply thereto complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of the Commission and thereunder, (ii) not to any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Notwithstanding any other provision hereof, no Holder of Registrable Securities may include any of its Registrable Securities in a Shelf Registration Statement pursuant to this Agreement unless the Holder furnishes to the Company a fully completed notice and questionnaire in the form attached as Annex A to the Offering Memorandum (the “Questionnaire”) and such other information in writing as the Company may reasonably request in writing for use in connection with such Shelf Registration Statement or Prospectus included therein and in any application to be filed with or under state securities laws. At least 30 days prior to the filing of a Shelf Registration Statement, the Company will provide notice to the Holders (by press release issued through a reputable national newswire service) of its intention to file such Shelf Registration Statement. In order to be named as a selling securityholder in the Prospectus at the time of effectiveness of a Shelf Registration Statement, each Holder must, before the filing of such Shelf Registration Statement and no later than the 20th day after the date of the issuance by the Company of a press release announcing the Company’s intention to file, furnish the completed Questionnaire and such other information that the Company may reasonably request in writing, if any, to the Company in writing and the Company shall include the information from the completed Questionnaire and such other information, if any, in such Shelf Registration Statement and the Prospectus in a manner so that upon effectiveness of such Shelf Registration Statement the Holder will be permitted to deliver the Prospectus to purchasers of the Holder’s Registrable Securities. From and after the date that the Shelf Registration Statement becomes effective, upon receipt of a completed Questionnaire and such other information that the Company may reasonably request in writing, if any, the Company will use its reasonable best efforts to file within 20 business days any amendments or supplements to the Shelf Registration Statement necessary for such Holder to be named as a selling securityholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Securities (subject to the Company’s right to suspend any Shelf Registration Statement as described in Section 2.5 below); provided, however, that the Company shall not be required to file more than one post-effective amendment in any calendar quarter for all such Holders. If a post-effective amendment is required to be filed, the Company shall use its reasonable best efforts to have such post-effective amendment declared effective by the SEC, if necessary, as promptly as practicable after filing thereof, but in any event prior to the end of the Effectiveness Period. Holders that do not deliver a completed written Questionnaire and such other information, as provided for in this Section 2.1(d), will not be named as selling securityholders in the Prospectus. Each Holder named as a selling securityholder in the Prospectus agrees to promptly furnish to the Company all information required to be disclosed in order to make information previously furnished to the Company by the Holder not materially misleading and any other information regarding such Holder and the distribution of such Holder’s Registrable Securities as the Company may from time to time reasonably request in writing. (e) Each Holder agrees not to sell any Registrable Securities pursuant to a Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof to the extent required by law and, following termination of the Effectiveness Period, to notify the Company, within ten days of a written request by the Company, of the amount of Registrable Securities sold pursuant to such Shelf Registration Statement and, in the absence of a response, the Company may assume that all of such Holder’s Registrable Securities have been so sold; provided that the Company shall use reasonable best efforts to confirm that all of such Holder’s Registrable Securities have been so sold prior to making such assumption. (f) The Company represents and agrees that, unless it obtains the prior consent of the Majority Holders of the Registrable Securities that are registered under the Shelf Registration Statement at such time or the approval of the counsel for the Holders of such Registrable Securities or the consent of the managing underwriter in connection with any underwritten offering of Registrable Securities, and each Holder represents and agrees that, unless it obtains the prior consent of the Company and any such underwriter, it will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the 1933 Act (an “Issuer Free Writing Prospectus”), or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, required to be filed with the SEC. The Company represents that any Issuer Free Writing Prospectus will not include any information that conflicts with the information contained in a Shelf Registration Statement or Prospectus and that any Issuer Free Writing Prospectus, when taken together with the information in the Shelf Registration Statement and the Prospectus, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will not permit any securities other than Registrable Securities to be included in a Shelf Registration Statement. The Company agrees to supplement or amend a Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company if required by the 1933 Act, or to the extent the Company does not reasonably object, as reasonably requested in writing by the Initial Purchasers with respect to information relating to the Initial Purchasers or by the Trustee on behalf of the Holders with respect to information relating to the Holders, and to furnish to the Holders of Registrable Securities that are covered under such Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC in such amounts as they may reasonably request.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable : (but in no event more i) not later than 90 the date that is 45 days after so required or requested pursuant the Purchasers deliver a written request to this the Company (the date such request is delivered to be determined in accordance with Section 15.3 hereto) with respect to the filing of the Shelf Registration Statement hereinafter referred to (the "Filing Date"), file with the Securities and Exchange Commission (the "Commission") SEC, and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon promptly as practicable practicable, but not later than 120 days after the Filing Date, a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth (including an underwritten offering) elected from time to time by the Holders participating in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by set forth in such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.Statement; (bii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order until the earliest to permit the prospectus included therein occur of: (the "Prospectus"A) to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto to any Registration Statement under this Agreement or cease to be outstanding or otherwise to be Registrable Securities; (iiB) the date on which all of the following conditions have been satisfied: (1) the Registrable Securities represent less than five percent (5%) of the outstanding Common Shares of the Company; (2) none of the Holders have designees on the Company's Board of Trustees and (3) the Company delivers to the Holders an opinion of counsel reasonably acceptable to the Holders to the effect that (x) the Holders are not and have not been "affiliates" (within the definition of Rule 144 under the 1933 ▇▇▇) ▇▇ the Company for the preceding three consecutive months and (y) the Registrable Securities may be sold freely disposed of pursuant to Rule 144(k) 144 under the Securities 1933 Act or otherwise; and (or any successor rule thereforeC) the date which is seven years from the date hereof (the "Effectiveness Period"), assuming for this purpose PROVIDED, HOWEVER, that if the Holders thereof are not affiliates Company determines by a resolution of the Board of Trustees of the Company or authorized committee thereof that in its good faith judgment (in any such case, such period being called a "Valid Business Reason") the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep continued availability of the Shelf Registration Statement effective would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction (including any significant regulatory event) involving the Company (a "Material Transaction"), the continued availability of the Shelf Registration Statement may be suspended for a reasonable period of time; PROVIDED, HOWEVER, that (1) in the case of a Material Transaction that requires the Company to seek the approval of the Company's shareholders or would require the Company to prepare and file with the SEC a registration statement under the 1933 Act or the 1934 Act, such suspension shall in no event exceed 120 days or (2) in the case of any other Material Transaction, such suspension shall in no event exceed 90 days; PROVIDED, FURTHER that such suspensions shall not occur more than two times and in no event for more than 180 days in the aggregate in any consecutive twelve-month period during the requisite Effectiveness Period (such period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that periodwhich the Effectiveness Period may be suspended, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h"Material Transaction Tolling Period").; and (ciii) Notwithstanding notwithstanding any other provisions of this Agreement hereof, use its best efforts to the contrary, the Company shall cause ensure that (A) the Shelf Registration Statement and the Prospectus any amendment thereto and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply Prospectus forming a part thereof complies in all material respects with the applicable requirements of the Securities 1933 Act and the rules and regulations of thereunder, (B) the Commission Shelf Registration Statement and (ii) not to any amendment thereto does not, when it becomes effective, contain any 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 thereintherein not misleading and (C) the Prospectus forming a part of the Shelf Registration Statement does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. (b) Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to suspend the availability of the Shelf Registration Statement for use by the Holders pursuant to Section 2.1(a)(ii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to the Shelf Registration Statement and, if so directed by the Company, will deliver to 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 that was in effect at the time of receipt of such notice. (i) If any Holder of Registrable Securities requests that some or all of its Registrable Securities covered by the Shelf Registration Statement be sold in an underwritten offering, the Company shall, as promptly as practicable, but no later than ten days after receipt of such request, give written notice of such request to all Holders of Registrable Securities. Any Holder of Registrable Securities who wishes to participate in the underwritten offering may, within ten days of receipt of such notice, elect to have all or any of its Registrable Securities included in such underwritten offering; PROVIDED, HOWEVER, that if the number of Registrable Securities requested to be included in such registration, in the opinion of the Underwriters' Representative, exceeds the largest number that can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities proposed to be registered, then the number of such Registrable Securities to be included in such underwritten registration shall be allocated pro rata among all Holders requesting that their Registrable Securities be included in such registration, based on the number of Registrable Securities proposed to be sold by each Holder. Notwithstanding the foregoing, the Company shall have no obligations under Section 3(l) in respect of an underwritten offering of Registrable Securities unless and until the Company shall have received written notification from the Holders of Registrable Securities that the intended method of distribution is an underwritten offering of Registrable Securities with a reasonably anticipated aggregate offering price to the public of at least ten million ($10,000,000) dollars. (ii) If any of the Registrable Securities covered by the Shelf Registration Statement are to be sold in an underwritten offering, the Underwriters' Representative will be selected by the Holders of a majority of the Registrable Securities to be included in such offering and shall be reasonably acceptable to the Company. No Holder may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities to be included in the offering and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. In connection with any underwritten offering under this Section 2.1, each of the participating Holders and the Company shall be a party to the underwriting agreement with the underwriters and may be required to make certain customary representations and warranties (in the case of the participating Holders as to the Registrable Securities being sold by the participating Holder in such underwritten offering and the plan of distribution thereof) and provide certain customary indemnification for the benefit of the underwriters.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable : (but in no event more i) not later than 90 120 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission first date of original issuance of the debentures (the "Commission") and thereafter shall use its commercially reasonable best efforts to “Shelf Filing Deadline”), cause to be declared effective as soon as practicable filed a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter“Shelf Registration Statement”), the "which Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) Registration Statement shall be entitled to have the provide for resales of all Transfer Restricted Securities held by it covered by such Holders that have provided the information required pursuant to the terms of Section 2(b) hereof; (ii) use commercially reasonable efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound declared effective by all the provisions Commission not later than 210 days after the first date of this Agreement applicable to such Holder.original issuance (the “Effectiveness Target Date”); and (biii) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of the relevant SecuritiesTransfer Restricted Securities entitled, for a period of two years (or for such longer period if extended pursuant subject to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore2(b), assuming for to the benefit of this purpose that the Holders thereof are not affiliates of the Company Agreement and (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (iB) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies conforms with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time, for a period (the “Effectiveness Period”) until the earliest of: (A) two years following the last date of original issuance of any of the Debentures; (B) the date when the Holders of Transfer Restricted Securities are able to sell all such Transfer (B) Restricted Securities immediately without restriction pursuant to the volume limitation provisions of Rule 144 under the Securities Act; or (C) the date when all of the Transfer Restricted Securities have been sold either pursuant to the Shelf Registration Statement or pursuant to Rule 144 under the Securities Act or any similar provision then in force. (b) At the time the Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date that is ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the Company’s securityholders (other than the Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement. (c) If the Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Transfer Restricted Securities (a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or Subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement. (e) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(e) and Section 4(b). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least three (3) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event on or before the later of (x) thirty (30) Business Days after such delivery date (but no earlier than ten (10) Business Days after effectiveness) or (y) ten (10) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within thirty (30) Business Days of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is sixty (60) days after the date such post effective amendment is required by this clause to be filed: (ii) provide such Holder copies of any documents filed pursuant to Section 2(e)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i); provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance with Section 4(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall not be under any obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or related Prospectus and (ii) not the Amendment Effectiveness Deadline Date shall be extended by up to contain any untrue statement ten (10) Business Days from the expiration of a material fact or omit Suspension Period (and the Company shall not incur any obligation to state a material fact required to pay Additional Interest during such extension) if such Suspension Period shall be stated therein or necessary to make in effect on the statements therein, in light of the circumstances under which they were made, not misleadingAmendment Effectiveness Deadline Date.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at : (i) use its cost, prepare and, as promptly as practicable commercially reasonable efforts (but in no event more than 90 days after so required or requested pursuant to this Section 1the Closing Date) file with the Securities and Exchange Commission (the "CommissionSHELF FILING DEADLINE") and thereafter shall use its commercially reasonable best efforts ), to cause to be declared effective as soon as practicable filed, or otherwise designate an existing filing with the Commission as, a registration statement on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended or any similar rule that may be adopted by the Commission (the "Securities Act") (hereinafter, the "Shelf RegistrationSHELF REGISTRATION STATEMENT"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such which Shelf Registration Statement unless such Holder agrees in writing shall provide for the registration and resales, on a continuous or delayed basis, of all Transfer Restricted Securities subject to be bound by all the provisions of this Agreement applicable to such Holder.terms and conditions hereof; (bii) The Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective under the Securities Act, or otherwise make available for use by Holders a previously filed effective Shelf Registration Statement, not later than 210 days after the date hereof (the "EFFECTIVENESS TARGET DATE", and the date of such effectiveness or availability, the "EFFECTIVENESS DATE"); and (iii) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order effective, supplemented and amended as required by the Securities Act and by the provisions of Section 4(b) hereof to permit the prospectus included therein extent necessary to ensure that (the "Prospectus"A) to be lawfully delivered it is available for resales by the Holders of Transfer Restricted Securities entitled, subject to the relevant Securitiesterms and conditions hereof, to the benefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time, for a period of two years (or for such longer period if extended pursuant to Section 2(h) belowthe "EFFECTIVENESS PERIOD") from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under becomes effective until the Securities Act (or any successor rule therefore), assuming for this purpose date that the Holders Debentures and the shares of Common Stock issuable upon exchange thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period")have ceased to be Transfer Restricted Securities. The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Effectiveness Period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Securities securities at any time during that periodthe Effectiveness Period, unless such action is (ix) required by applicable law or (ii) taken otherwise undertaken by the Company in good faith and for valid business reasons upon (not including avoidance of the occurrence Company's obligations hereunder), including the acquisition or divestiture of any event contemplated assets, or (y) permitted by Section 2(b)(v4(b)(ii) belowhereof. (b) Not less than 30 days prior to the Effectiveness Target Date, and the Company thereafter complies with shall mail the requirements Notice and Questionnaire to the Holders. Each Holder that becomes a Notice Holder (and provides such additional information as the Company reasonably may request) no later than 20 days following such Holder's receipt of Section 2(h)notice from the Company of the filing or designation of the Shelf Registration Statement shall be named as a selling securityholder in the initial Registration Statement made available to Holders under the Shelf Registration Statement. (c) Notwithstanding If the Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other provisions than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of this Agreement any order suspending the effectiveness thereof or file or designate a subsequent Shelf Registration Statement covering all of the securities that as of the date of such filing or designation are Transfer Restricted Securities. If such an subsequent Shelf Registration Statement is filed or designated (and is not already effective), the Company shall use its commercially reasonable efforts to cause the subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing or designation and to keep such subsequent Shelf Registration Statement continuously effective until the end of the Effectiveness Period. (d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the contraryregistration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement. (e) The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, Statement or such amendment or supplement, and any Issuer Free Writing Prospectus, as of the date thereof, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission Act, and (ii) 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 thereintherein (in the case of the Prospectus and any Issuer Free Writing Prospectus, in light of the circumstances under which they were made, ) not misleading. (f) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with the terms and conditions of this Agreement. Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus from and after the Effectiveness Date agrees to deliver a Notice and Questionnaire to the Company at least 10 Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the Effectiveness Date, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered to it, and in any event upon the later of (x) 15 Business Days after such date (but no earlier than 15 Business Days after effectiveness) or (y) 15 Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within 15 Business Days of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its commercially reasonable efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable, but in any event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is 45 days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder a reasonable number of copies of the any documents filed pursuant to Section 2(f)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(f)(i); provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance with Section 4(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to 10 Business Days from the Expiration of a Suspension Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date.

Shelf Registration. The Company Parent agrees that it shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the SEC the Registration Statement pursuant to Rule 415 of the Securities and Exchange Commission Act (the a "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration StatementSHELF REGISTRATION") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) resale by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") (hereinafter, the "Shelf Registration"); PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company Registrable Shares and shall use its commercially reasonable best efforts to keep cause the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered declared effective by the Holders SEC within six months after the Closing. Parent agrees that it will not knowingly engage in any transaction that would reasonably be expected to prevent, or materially delay beyond the date that is six months after the effective time of the relevant SecuritiesMerger, for a period the effectiveness of two years (or for the Shelf Registration. The offer and resale of such longer period if extended shares shall be pursuant to Section 2(ha plan of distribution substantially similar to that attached as EXHIBIT A hereto; provided that (a) belowin no event shall such plan of distribution include an underwritten public offering and (b) from prior to the date first anniversary of its effectiveness or such shorter period the Closing Date, each Holder agrees that will terminate when all the Securities covered by it shall limit sales under the Shelf Registration Statement of its Registrable Shares to an amount that shall not exceed 50% of the Registrable Shares (subject to adjustment as provided in the definition of Registrable Shares) initially held by such Holder following the effective time of the Merger. Subject to Section 2.4, Parent shall be required to maintain the effectiveness of the Shelf Registration until the earlier of (i) such time as all of the Registrable Shares have been sold pursuant thereto resold, or (ii) may be sold such time as all of the Holders can sell all of the Registrable Shares without restriction pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration PeriodEFFECTIVE PERIOD"). The Company shall be deemed not ; provided that, at any time when there is no registration statement filed by Parent pursuant to have used its commercially reasonable best efforts to keep Rule 415 that is effective with the SEC other than the Shelf Registration Statement effective during Registration, Parent shall not be required to maintain the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date effectiveness of the Shelf Registration Statementafter the second anniversary of the Closing Date as to any Registrable Shares held by a Holder that otherwise could then be sold pursuant to Rule 144(k), amendment or supplement, but may not be sold pursuant to Rule 144(k) because the Holder(s) of such shares is an "affiliate" (ias such term is defined in Rule 144 under the Securities Act) to comply solely because such Holder is the beneficial owner of additional shares of Common Stock acquired not in all material respects connection with the applicable requirements Merger, which has caused such Holder to be deemed an affiliate for purposes of Rule 144. Each Holder agrees to furnish promptly to Parent in writing all information requested by Parent for inclusion in the Registration Statement (including the intended method of disposition of the Securities Act and the rules and regulations of the Commission and (iiRegistrable Shares held by such Holder) not or required from time to contain any untrue statement of a material fact or omit to state a material fact required time to be stated therein or necessary disclosed in order to make the statements therein, in light of the circumstances under which they were made, information previously furnished to Parent by such Holder not misleading.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as practicable and (but in no event more not later than 90 120 days after so required or requested pursuant to this Section 1the first date of original issuance of the Initial Securities) file with the Securities and Exchange Commission (the "“Commission"”) and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable not later than 180 days after the first date of original issuance of the Initial Securities (unless it becomes effective automatically upon filing) a registration statement on Form S-3 (the "“Shelf Registration Statement"”) covering on Form S-3, which if the Company is then eligible shall be an automatic shelf registration statement, relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "“Securities Act"”) (hereinafter, the "“Shelf Registration"”); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "“Prospectus"”) to be lawfully delivered by the Holders of the relevant Securities, for a period until the earliest of two years (or for such longer period if extended pursuant to Section 2(hi) below) from the second anniversary of the latest date of its effectiveness or such shorter period that will terminate when original issuance of the Initial Securities, (ii) the first date on which all the Securities covered by the Shelf Registration Statement (i) have been sold disposed of pursuant thereto or thereto, (iiiii) may be sold pursuant to the first date on which all the Securities held by non-affiliates of the Company are no longer restricted securities (as defined in Rule 144(k) under the Securities Act (Act, or any successor rule therefore), assuming for this purpose that thereof) or (iv) the Holders thereof are not affiliates of date on which the Company Securities cease to be outstanding (in any such case, such period being called the "“Shelf Registration Period"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 2(h”). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the its respective effective date of the Shelf Registration Statement, amendment or supplementdate, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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.

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its cost, prepare and, as promptly as reasonably practicable (but in no event more than 90 60 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "CommissionCOMMISSION") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering SHELF REGISTRATION STATEMENT" relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") (hereinafter, the "Shelf RegistrationSHELF REGISTRATION"); PROVIDEDprovided, HOWEVERhowever, that no Holder (other than the an Initial PurchasersPurchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "ProspectusPROSPECTUS") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold have been distributed to the public pursuant to Rule 144 under the Securities Act or any successor provision or are saleable by persons who are not affiliates of the Company pursuant to Rule 144(k) under the Securities Act (Act, or any successor rule therefore)provision, assuming for this purpose that the Holders thereof are not affiliates of the Company or (iii) cease to be outstanding (in any such case, such period being called the "Shelf Registration PeriodREGISTRATION PERIOD"). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v2(b) below, and the Company thereafter complies with the requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) 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. (d) Each Holder of Transfer Restricted Securities agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 1(d) and Section 2(b). Each Holder of Transfer Restricted Securities wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a written notice, substantially in the form of Annex A to the Offering Circular (a "NOTICE and QUESTIONNAIRE") to the Company at least ten (10) Business Days (a "BUSINESS DAY" meaning each day that is not a legal holiday) prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement (each such Holder delivering the Notice and Questionnaire, a "NOTICE HOLDER"). From and after the date the Shelf Registration Statement is declared effective, the Company shall, as promptly as reasonably practicable after the date of receipt of a Notice and Questionnaire (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is the later of (x) forty-five (45) Business Days after the date such post-effective amendment is required by this clause to be filed and (y) ten (10) Business Days after the conclusion of any Deferred Period existing during the period referred to in the foregoing clause (x); (ii) provide such Holder copies of any documents filed pursuant to Section 1(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 1(d)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 2(b). Any Holder who, subsequent to the date the Registration Statement is declared effective, provides a Notice and Questionnaire required by this

Shelf Registration. The Company shall take the following actions: (a) The Company shall, at its costwithin 90 calendar days following the First Time of Delivery, prepare and, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its commercially reasonable best efforts to cause to be declared effective as soon as practicable a registration statement on Form S-3 (the "Shelf Registration Statement") covering Statement relating to the offer and sale of the Transfer Restricted all Registrable Securities (as defined in Section 5 hereof) by the Holders thereof holders from time to time in accordance with the methods of distribution elected by such holders and set forth in such Registration Statement and, thereafter, shall use its reasonable best efforts to cause the Shelf Registration Statement and Rule 415 to be declared effective under the Securities Act by the Commission as promptly as practicable but no later than 90 calendar days after the date of 1933, as amended (filing of the "Securities Act") (hereinafter, the "Shelf Registration")Registration Statement; PROVIDED, HOWEVER, that no Holder (other than the Initial Purchasers) holder shall be entitled to have be named as a selling securityholder in the Securities held by it covered by such Shelf Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such holder is an Electing Holder. (b) The Company shall use its commercially reasonable best efforts to efforts: (i) To keep the Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus included therein (the "Prospectus") Prospectus forming part thereof to be lawfully delivered usable by holders for resales of Registrable Securities until the Holders second anniversary of the relevant Securitieslater of (x) the Effective Time of the Shelf Registration Statement and (y) the last Time of Delivery (as defined in the Purchase Agreement), for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all there are no Registrable Securities outstanding (such period being referred to herein as the "Effectiveness Period"); (ii) After the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities covered by that is not then an Electing Holder, to take any action reasonably necessary in such time as is reasonably practicable to enable such holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; PROVIDED, HOWEVER, that nothing in this subparagraph shall relieve such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(2) hereof; and (iii) If at any time the Securities, pursuant to Article XIII of the Indenture, are convertible into securities other than Common Stock, the Company shall, or shall cause any successor under the Indenture to, cause such securities to be included in the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) may be sold pursuant to Rule 144(k) under no later than the date on which the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any may then be convertible into such case, such period being called the "Shelf Registration Period")securities. The Company shall be deemed not to have used its commercially reasonable best efforts (within the meaning of Section 11.12 of the Indenture) to keep the Shelf Registration Statement effective during the requisite period Effectiveness Period if it the Company voluntarily takes any action that would result in any Electing Holders of Securities covered thereby not being able to offer and sell such any of their Registrable Securities during that such period, unless (i) such action is (i) required by applicable law law, or (ii) taken by the Company determines based upon the advice of counsel that it is advisable to disclose in the Shelf Registration Statement a financing, acquisition or other corporate transaction, and the Board of Directors of the Company shall have determined in good faith that such disclosure is not in the best interests of the Company and for valid business reasons upon its stockholders, and, in the occurrence case of any event contemplated by Section 2(b)(vclause (ii) belowabove, and the Company thereafter promptly complies with the requirements of Section 2(h). 3(j) below. Except as may be permitted in Section 3 hereof, if (ci) Notwithstanding any other provisions of this Agreement on or prior to the contrarydate 90 days following the First Time of Delivery, the Company shall cause the Shelf Registration Statement and has not been filed with the Prospectus and any amendment Commission, or supplement thereto, as of (ii) on or prior to the effective date 90 days following the filing of the Shelf Registration Statement, amendment or supplementthe Shelf Registration Statement has not been declared effective (each, a "Registration Default"), additional interest (i"Liquidated Damages") will accrue on the Securities from and including the day following such Registration Default to comply but excluding the day on which such Registration Default has been cured. Liquidated Damages will be paid semi-annually in all material respects arrears, with the applicable requirements first semi-annual payment due on the first Interest Payment Date in respect of the Securities Act following the date on which such Liquidated Damages begin to accrue, and the rules and regulations will accrue at a rate per annum equal to an additional one-quarter of one percent (0.25%) of the Commission principal amount of the Securities to and including the ninetieth day following such Registration Default and at a rate per annum equal to one-half of one percent (ii0.50%) not to contain any untrue statement of a material fact or omit to state a material fact required thereof from and after the ninety-first day following such Registration Default. In the event that the Shelf Registration Statement ceases to be stated therein effective during the Effectiveness Period for a period in excess of 60 days, whether or necessary not consecutive, during any 12-month period, then the interest rate borne by the Securities shall increase by an additional one-half of one percent (0.50%) per annum on such sixty-first day to make but excluding the statements therein, in light earlier of the circumstances under expiration of the Effectiveness Period or the day on which they were made, not misleadingthe Shelf Registration Statement again becomes effective.