Common use of Filing of Registration Statement Clause in Contracts

Filing of Registration Statement. (a) The Company has filed or shall expeditiously file with the Commission a registration statement covering the resale of the Shares from time to time by DBSI and such affiliated entities as DBSI may designate on securities exchanges or over- the-counter market or in such other lawful manner as DBSI may specify, in a form previously reviewed by DBSI. (b) If such registration statement has not yet become effective, the Company shall use its best efforts to cause such registration statement to become effective no later than the Initial Date. The Company shall (i) use its best efforts to cause such registration statement to remain in effect from its effective date until the date on which the Company receives written notice from DBSI that all of the Shares have been resold (the "Effective Period"), (ii) inform DBSI promptly upon notice from the Commission that the Registration Statement or any amendment has been declared effective, (iii) advise DBSI promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish DBSI with a draft prior to the filing thereof, (iv) during the Effective Period, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus (other than any such amendment or supplement resulting from the filing of reports or statements under the Exchange Act which are incorporated by reference in the Prospectus) after the effective date thereof to which DBSI reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during the Effective Period, advise DBSI, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order.

Filing of Registration Statement. If and whenever the Company is required to effect the registration of any Common Stock under the Securities Act as provided in Section 2.1 or use its reasonable best efforts to effect any such registration under Section 2.2., as expeditiously as possible the Company will: (a) The Company has filed or shall expeditiously prepare and (in any event within 60 days after the end of the period within which requests for registration may be delivered to the Company) file with the Commission SEC a registration statement covering on the resale of the Shares from time appropriate form with respect to time by DBSI such Common Stock and such affiliated entities as DBSI may designate on securities exchanges or over- the-counter market or in such other lawful manner as DBSI may specify, in a form previously reviewed by DBSI. (b) If such registration statement has not yet become effective, the Company shall use its best reasonable efforts to cause such registration statement to become effective; (b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective no later than and to comply with the Initial Date. The Company shall provisions of the Securities Act with respect to the disposition of all shares of Common Stock covered by such registration statement until the earlier of such time as (i) use its best efforts to cause all of such shares of Common Stock have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement to remain in effect from its effective date until the date on which the Company receives written notice from DBSI that all of the Shares have been resold (the "Effective Period"), or (ii) inform DBSI promptly upon notice from the Commission expiration of 180 days after such registration statement becomes effective; provided, however, that in the case of any registration of Common Stock on Form S-3 where the Holder or Holders intend to offer such Common Stock on a continuous or delayed basis, such 180-day period shall be extended as long as is necessary to keep the registration statement effective until all such shares of Common Stock are sold; (c) furnish to each seller of such shares of Common Stock such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as such seller may reasonably request; (d) use reasonable efforts to register or qualify all Common Stock covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each seller shall reasonably request, and to any and all other acts and things which may be necessary or advisable to enable such seller to consummate the disposition in such jurisdiction of its shares of Common Stock covered by such registration statement, except that the Registration Statement Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or to subject itself to taxation in any amendment has been declared effectivesuch jurisdiction; (e) furnish to each Holder selling shares of Common Stock a signed counterpart, addressed to such Holder, of (iiii) advise DBSI promptly an opinion of counsel for the Company in the form accompanying the registration statement and in the form delivered to underwriters, if any, dated the effective date of such registration statement (or if such registration includes an Underwritten Offering, dated the date of the closing under the underwriting agreement), and (ii) a "cold comfort" letter signed by the independent public accountants who have certified the Company's (f) immediately notify each selling Holder of shares of Common Stock covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any proposed amendment event of which it becomes aware as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such Holder prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the Prospectus purchasers of Common Stock, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (g) otherwise use reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its Equity Securities holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month of the first fiscal quarter after the effective date thereof and furnish DBSI with a draft prior to of such registration statement, which earnings statement shall satisfy the filing thereof, (iv) during the Effective Period, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus (other than any such amendment or supplement resulting from the filing provisions of reports or statements under the Exchange Act which are incorporated by reference in the Prospectus) after the effective date thereof to which DBSI reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d11(a) of the Exchange Securities Act, (v) during the Effective Period, advise DBSI, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order.

Filing of Registration Statement. (a) The Company has filed or shall expeditiously file with the Commission a registration statement statement, covering the resale of the Shares from time to time by DBSI SBC and such affiliated entities as DBSI SBC may designate on securities exchanges or over- over-the-counter market or in such other lawful manner as DBSI SBC may specify, in a form previously reviewed by DBSISBC. (b) If such registration statement has not yet become effective, the Company shall use its best efforts to cause such registration statement to become effective no later than the Initial Maturity Date. The Company shall (i) use its best efforts to cause such registration statement to remain in effect from its effective date until the earlier of the Termination Date or the date on which the Company receives written notice from DBSI SBC that all of the Shares have been resold (the "Effective Period")resold, (ii) inform DBSI SBC promptly upon notice from the Commission that the Registration Statement or any amendment has been declared effective, (iii) advise DBSI SBC promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish DBSI SBC with a draft prior to the filing thereof, (iv) during for so long as delivery of a prospectus is required in connection with the Effective Periodoffering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus (other than any such amendment or supplement resulting from the filing of reports or statements under the Exchange Act which are incorporated by reference in the Prospectus) after the effective date thereof to which DBSI SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during the Effective Periodsuch same period, advise DBSISBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the Shares.

Filing of Registration Statement. (a) The Company has filed or shall expeditiously file with the Commission a registration statement covering the resale of the Shares from time to time by DBSI and such affiliated entities as DBSI may designate on securities exchanges or over- the-counter market or in such other lawful manner as DBSI may specify, in a form previously reviewed by DBSI. (b) If such registration statement has not yet become effective, the Company shall use its best efforts to cause such registration statement to become effective no later than the Initial Date. The Company shall (ia) as promptly as reasonably practicable (but in any event no later than one Business Day after the date hereof), file the Registration Statement on Form S-3 relating to the Rights, Units, Notes, Unit Warrants, and Class A Common Stock underlying the Unit Warrants, including all exhibits and financial statements required by the SEC to be filed therewith (including but not limited to the indenture in respect of the Notes in the form attached hereto as Exhibit E (the “Note Indenture”) and the warrant agreement in respect of the Unit Warrants in the form attached hereto as Exhibit F (the “Unit Warrant Agreement”)), (b) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filing and shall provide copies of such comments to TWX promptly upon receipt, (c) as promptly as reasonably practicable prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, (d) use its best commercially reasonable efforts to cause such registration statement to remain in effect from its effective date until the date on which the Company receives written notice from DBSI that all of the Shares have been resold (the "Effective Period"), (ii) inform DBSI promptly upon notice from the Commission that the Registration Statement or declared effective by the SEC and thereafter commence the Rights Offering as promptly as reasonably practicable, and in any amendment has been declared effectiveevent within eight Business Days following the date of such effectiveness, (iiie) advise DBSI promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof extent required by applicable Law, as promptly as reasonably practicable prepare and furnish DBSI with a draft prior to the filing thereof, (iv) during the Effective Period, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or file any supplement to the Prospectus (other than any such amendment or supplement resulting from the filing of reports or statements under the Exchange Act which are incorporated by reference in the Prospectus) after the effective date thereof to which DBSI reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during the Effective Period, advise DBSI, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or and distribute to the Company shareholders as of the Record Date any supplement or amendment to the Prospectus or if any amended Prospectus has been event shall occur which requires such action at any time prior to the closing of the Rights Offering, (f) as promptly as reasonably practicable (but in any event no later than March 10, 2014) prepare and file with the SEC the information required by Part III of Form 10-K to the extent such information is not included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 as filed with the CommissionSEC on February 28, 2014, and (Bg) otherwise use its commercially reasonable efforts to comply with all requirements of Law applicable to the issuance Rights Offering. Prior to the filing by the Commission Company with the SEC of (i) any stop order amendment or of any order preventing or suspending the use of any prospectus relating supplement to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information(ii) any free writing prospectus or other documents that are incorporated by reference into the Registration Statement or the Prospectus or that reference TWX or any of its Affiliates, and until such time as the Rights Offering is closed, abandoned or terminated, the Company shall provide TWX a reasonable opportunity to review and approve any document to be so filed, provided that TWX will respond as promptly as reasonably practicable and, in any event, reasonably in advance of any applicable deadline for such filing in order to allow the Company to meet such deadline for such filing; provided, further, however, that any such documents that (viA) do not relate to any of the transactions contemplated hereby and (B) do not reference TWX or any of its Affiliates unless references to TWX or any of its Affiliates are consistent with the Company’s prior disclosures contained in its Company Reports and do not relate to any of the event transactions contemplated hereby, shall not be subject to the approval of TWX. The Company shall advise TWX, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any amendment or supplement has been filed, of the issuance of any such stop order order, or any request by the SEC for amendment of any such order preventing the Registration Statement or suspending comments thereon and responses thereto or requests by the use SEC for additional information. Without the prior written consent of any prospectus relating TW BV, the Company shall not (w) on or prior to the Shares Initial Term Loan Maturity Date, terminate the Rights Offering, (x) extend the period during which the Rights Offering may be accepted, (y) waive any condition to the closing of the Rights Offering, or suspending any such qualification(z) close the Rights Offering on terms other than those set forth in the Registration Statement, use promptly its best efforts as the same may be amended in accordance with the terms hereof. It shall be a condition to obtain closing the withdrawal Rights Offering that the Requisite Vote shall have been obtained and the transactions contemplated by the Backstop Agreement shall have been consummated contemporaneously on the fifth Business Day following the expiration of such orderthe Subscription Period (as defined in the Backstop Agreement).

Filing of Registration Statement. After the Effective Time, Syntax-Brillian shall cause the Syntax-Brillian Common Stock to be registered under Rule 415 of the Securities Act so as to permit the resale thereof, and in connection therewith shall prepare and file a Registration Statement on Form S-3 or S-1 (areferred to herein as, the “Registration Statement”) The Company has filed or shall expeditiously file with the Commission a registration statement covering SEC with respect to the resale of Syntax-Brillian Common Stock as soon as practicable after the Shares from time to time by DBSI Effective Time hereof, but no later than 30 days after the Effective Time, and such affiliated entities as DBSI may designate on securities exchanges or over- the-counter market or in such other lawful manner as DBSI may specify, in a form previously reviewed by DBSI. (b) If such registration statement has not yet become effective, the Company shall use its best efforts to cause such registration statement the Registration Statement to become effective as soon as practicable, but in no event later than 60 days after the Initial Closing Date (the “Filing Effective Date. The Company shall (i) use its best efforts to cause such registration statement to remain in effect from its effective date until the date on which the Company receives written notice from DBSI ”); provided, however, that all Great Step, as holder of the Shares have been resold (Syntax-Brillian Common Stock, shall provide all such information and materials to Syntax-Brillian and take all such action as may be required in order to permit Syntax-Brillian to comply with all applicable requirements of the "Effective Period"), (ii) inform DBSI promptly upon notice from the Commission that the Registration Statement or SEC and to obtain any amendment has been declared effective, (iii) advise DBSI promptly desired acceleration of any proposed amendment or supplement to the Prospectus after the effective date thereof of such Registration Statement. The offering made pursuant to such registration shall not be underwritten. Syntax-Brillian agrees to provide promptly such information concerning its business and furnish DBSI with a draft financial statements and affairs as may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate in the preparation of the same. Syntax-Brillian will promptly advise Great Step in writing if, at any time prior to the filing thereofFiling Effective Date, (iv) during the Effective Period, (A) unless the Company is legally required Syntax-Brillian shall obtain knowledge of any facts that might make it necessary or appropriate to so amend or supplement the Prospectus, Registration Statement in order to make no further amendment the statements contained or incorporated by reference therein not misleading or to comply with applicable law. Syntax-Brillian shall also take any supplement to the Prospectus commercially reasonable action (other than qualifying to do business in any such amendment state in which it is not now so qualified or supplement resulting from the filing a general consent to service of reports or statements under the Exchange Act which are incorporated by reference in the Prospectusprocess) after the effective date thereof to which DBSI reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during the Effective Period, advise DBSI, promptly after the Company receives notice thereof, (A) of the time when taken under any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed applicable state securities laws in connection with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the registration and qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating Syntax-Brillian Common Stock to the Shares or suspending any such qualification, use promptly its best efforts be issued pursuant to obtain the withdrawal of such orderthis Agreement.

Filing of Registration Statement. (a) As soon as reasonably practicable after the Closing Date, the Company shall prepare and cause to be filed with the SEC pursuant to Rule 415 under the Securities Act a Registration Statement on the appropriate form relating to resales of all Registrable Securities (the "Shelf Registration"). The Company has filed or shall expeditiously file with use its reasonable best efforts to cause any such Registration Statement to be declared effective by the Commission a registration statement covering SEC as soon as reasonably practicable and no later than March 30, 2007. To the resale extent necessary to ensure that the Registration Statement is available for sales of Registrable Securities by the Shares from time Holders thereof entitled to time by DBSI and such affiliated entities as DBSI may designate on securities exchanges or over- the-counter market or in such other lawful manner as DBSI may specify, in a form previously reviewed by DBSI. (b) If such registration statement has not yet become effectivethe benefit of this Section 2(a), the Company shall use its reasonable best efforts to keep any Registration Statement required by this Section 2(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 2(a) hereof and in conformity with the requirements of this Agreement, the Securities Act and the rules and regulations of the SEC promulgated thereunder from time to time (including (A) preparing and filing with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective; (B) cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and complying fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and (C) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement Registration Statement), until the date when all Registrable Securities covered by the Registration Statement (i) have been sold pursuant thereto or (ii) may be sold without volume restrictions pursuant to become effective Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders. (b) No Holder may include any of its Registrable Securities in any Registration Statement pursuant to this Agreement unless and until such Holder furnishes in writing to the Company within 10 business days of a request therefore, such information as is requested by the Company regarding such Holder, the Registrable Securities held by such Holder and the intended method of disposition of the Registrable Securities held by such Holder, as shall be reasonably required (but in no later event shall such information provided be less than the Initial Dateinformation required by Regulation S-K and other applicable SEC rules, regulations and interpretations) to effect the registration of such Registrable Securities. Each selling Holder agrees to promptly furnish (but in no event more than 5 business days following the Company's request) additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall (i) use its best efforts not have any obligation to cause such registration statement to remain include in effect from its effective date until the date on which the Company receives written notice from DBSI that all of the Shares have been resold (the "Effective Period"), (ii) inform DBSI promptly upon notice from the Commission that the a Registration Statement or any amendment has been declared effective, (iii) advise DBSI promptly of any proposed amendment or supplement to Registrable Securities held by a Holder that does not furnish the Prospectus after the effective date thereof and furnish DBSI with a draft prior to the filing thereof, (iv) during the Effective Period, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus (other than any such amendment or supplement resulting from the filing of reports or statements under the Exchange Act which are incorporated by reference in the Prospectus) after the effective date thereof to which DBSI reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed requested by the Company pursuant to this Section 13(a2(b), 13(c), 14 or 15(d. (c) of the Exchange Act, (v) during the Effective Period, advise DBSI, promptly after the The Company receives notice thereof, (A) of the time when any amendment shall be deemed not to have used its commercially reasonable efforts to keep the Registration Statement has been filed 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 Registrable Securities during that period, unless such action is required by applicable law or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such orderthis Agreement.

Filing of Registration Statement. (a) The Company has filed or shall -------------------------------- expeditiously file with the Commission a registration statement statement, covering the resale of the Shares from time to time by DBSI SBC and such affiliated entities as DBSI SBC may designate on securities exchanges or over- over-the-counter market or in such other lawful manner as DBSI SBC may specify, in a form previously reviewed by DBSISBC. (b) If such registration statement has not yet become effective, the Company shall use its best efforts to cause such registration statement to become effective no later than the Initial Date. The Company shall (i) use its best efforts to cause such registration statement to remain in effect from its effective date until the earlier of the Termination Date or the date on which the Company receives written notice from DBSI SBC that all of the Shares have been resold (the "Effective Period")resold, (ii) inform DBSI SBC promptly upon notice from the Commission that the Registration Statement or any amendment has been declared effective, (iii) advise DBSI SBC promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish DBSI SBC with a draft prior to the filing thereof, (iv) during for so long as delivery of a prospectus is required in connection with the Effective Periodoffering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, (determined in the Company's sole and absolute discretion) make no further amendment or any supplement to the Prospectus (other than any such amendment or supplement resulting from the filing of reports or statements under the Exchange Act which are incorporated by reference in the Prospectus) prospectus), after the effective date thereof to which DBSI SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during the Effective Periodsuch same period, advise DBSISBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the Shares.

Filing of Registration Statement. (a) The Company has filed or shall expeditiously file with the Commission a registration statement covering the resale of the Shares from time to time by DBSI UBS and such affiliated entities as DBSI UBS may designate on securities exchanges or over- over-the-counter market or in such other lawful manner as DBSI UBS may specify, in a form previously reviewed by DBSIUBS. (b) If such registration statement has not yet become effective, the Company shall use its best efforts to cause such registration statement to become effective no later than the Initial Date. The Company shall (i) use its best efforts to cause such registration statement to remain in effect from its effective date until the date on which the Company receives written notice from DBSI UBS that all of the Shares have been resold (the "Effective Period"), (ii) inform DBSI UBS promptly upon notice from the Commission that the Registration Statement or any amendment has been declared effective, (iii) advise DBSI UBS promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish DBSI UBS with a draft prior to the filing thereof, (iv) during the Effective Period, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus (other than any such amendment or supplement resulting from the filing of reports or statements under the Exchange Act which are incorporated by reference in the Prospectus) after the effective date thereof to which DBSI UBS reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during the Effective Period, advise DBSIUBS, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order.

Filing of Registration Statement. (a) The Subject solely to the limitation set forth in Section 7(c) of the Existing Registration Rights Agreement, as soon as reasonably practicable after the Closing Date, the Company has shall prepare and cause to be filed or shall expeditiously file with the Commission SEC pursuant to Rule 415 a registration statement covering Registration Statement on the resale appropriate form relating to resales of all Registrable Securities (the Shares from time “Shelf Registration”) provided, that the Company shall only be required to time register registrable securities up to an amount permitted to be registered by DBSI and such affiliated entities as DBSI may designate on securities exchanges or over- the-counter market or in such other lawful manner as DBSI may specify, in a form previously reviewed by DBSI. (b) If such registration statement has not yet become effective, the SEC pursuant to the Rule 415 Interpretive Position. The Company shall use its best efforts to cause any such registration statement Registration Statement to become be declared effective by the SEC as soon as reasonably practicable and no later than June 9, 2008. In the Initial Dateevent any Registrable Securities are excluded from the Registration Statement due to the Rule 415 Interpretative Position, the Registrable Securities to be excluded shall be allocated among all Holders on a pro rata basis based on the total number of Registrable Securities proposed to be included in such Registration Statement. To the extent necessary to ensure that the Registration Statement is available for sales of Registrable Securities by the Holders thereof entitled to the benefit of this Section 2(a), the Company shall use its reasonable best efforts to keep any Registration Statement required by this Section 2(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 2(a) hereof and in conformity with the requirements of this Agreement, the Securities Act and the rules and regulations of the SEC promulgated thereunder from time to time (including (A) preparing and filing with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective; (B) cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and complying fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and (C) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement), until the date when all Registrable Securities covered by the Registration Statement (i) have been sold pursuant thereto or (ii) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders. (b) No Holder may include any of its Registrable Securities in any Registration Statement pursuant to this Agreement unless and until such Holder furnishes in writing to the Company within 10 business days of a request therefor, such information as is requested by the Company regarding such Holder, the Registrable Securities held by such Holder and the intended method of disposition of the Registrable Securities held by such Holder, as shall be reasonably required (but in no event shall such information provided be less than the information required by Regulation S-K and other applicable SEC rules, regulations and interpretations or such as is requested by the staff of the SEC pursuant to any comment letter with respect to the Registration Statement) to effect the registration of such Registrable Securities. Each selling Holder agrees to promptly furnish (but in no event more than 5 business days following the Company’s request) additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall (i) use its best efforts not have any obligation to cause such registration statement to remain include in effect from its effective date until the date on which the Company receives written notice from DBSI that all of the Shares have been resold (the "Effective Period"), (ii) inform DBSI promptly upon notice from the Commission that the a Registration Statement or any amendment has been declared effective, (iii) advise DBSI promptly of any proposed amendment or supplement to Registrable Securities held by a Holder that does not furnish the Prospectus after the effective date thereof and furnish DBSI with a draft prior to the filing thereof, (iv) during the Effective Period, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus (other than any such amendment or supplement resulting from the filing of reports or statements under the Exchange Act which are incorporated by reference in the Prospectus) after the effective date thereof to which DBSI reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed requested by the Company pursuant to this Section 13(a2(b), 13(c), 14 or 15(d. (c) of the Exchange Act, (v) during the Effective Period, advise DBSI, promptly after the The Company receives notice thereof, (A) of the time when any amendment shall be deemed not to have used its reasonable best efforts to keep the Registration Statement has been filed 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 Registrable Securities during that period, unless such action is required by applicable law or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such orderthis Agreement.

Filing of Registration Statement. (a) The As soon as reasonably practicable after the Closing Date, but in any event no later than the later of (i) 45 days from the Closing Date and (ii) March 4, 2008, the Company has shall prepare and cause to be filed or shall expeditiously file with the Commission SEC pursuant to Rule 415 a registration statement covering Registration Statement on the resale appropriate form relating to resales of all Registrable Securities (the Shares from time “Shelf Registration”) provided, that the Company shall only be required to time register registrable securities up to an amount permitted to be registered by DBSI and such affiliated entities as DBSI may designate on securities exchanges or over- the-counter market or in such other lawful manner as DBSI may specify, in a form previously reviewed by DBSI. (b) If such registration statement has not yet become effective, the SEC pursuant to the Rule 415 Interpretive Position. The Company shall use its best efforts to cause any such registration statement Registration Statement to become be declared effective by the SEC as soon as reasonably practicable and no later than June 27, 2008. In the Initial Dateevent any Registrable Securities are excluded from the Registration Statement due to the Rule 415 Interpretative Position, the Registrable Securities to be excluded shall be allocated among all Holders on a pro rata basis based on the total number of Registrable Securities proposed to be included in such Registration Statement. To the extent necessary to ensure that the Registration Statement is available for sales of Registrable Securities by the Holders thereof entitled to the benefit of this Section 2(a), the Company shall use its reasonable best efforts to keep any Registration Statement required by this Section 2(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 2(a) hereof and in conformity with the requirements of this Agreement, the Securities Act and the rules and regulations of the SEC promulgated thereunder from time to time (including (A) preparing and filing with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement effective; (B) cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and complying fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and (C) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement), until the date when all Registrable Securities covered by the Registration Statement (i) have been sold pursuant thereto or (ii) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders. (b) No Holder may include any of its Registrable Securities in any Registration Statement pursuant to this Agreement unless and until such Holder furnishes in writing to the Company within 10 business days of a request therefor, such information as is requested by the Company regarding such Holder, the Registrable Securities held by such Holder and the intended method of disposition of the Registrable Securities held by such Holder, as shall be reasonably required (but in no event shall such information provided be less than the information required by Regulation S-K and other applicable SEC rules, regulations and interpretations or such as is requested by the staff of the SEC pursuant to any comment letter with respect to the Registration Statement) to effect the registration of such Registrable Securities. Each selling Holder agrees to promptly furnish (but in no event more than five (5) business days following the Company’s request) additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall (i) use its best efforts not have any obligation to cause such registration statement to remain include in effect from its effective date until the date on which the Company receives written notice from DBSI that all of the Shares have been resold (the "Effective Period"), (ii) inform DBSI promptly upon notice from the Commission that the a Registration Statement or any amendment has been declared effective, (iii) advise DBSI promptly of any proposed amendment or supplement to Registrable Securities held by a Holder that does not furnish the Prospectus after the effective date thereof and furnish DBSI with a draft prior to the filing thereof, (iv) during the Effective Period, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus (other than any such amendment or supplement resulting from the filing of reports or statements under the Exchange Act which are incorporated by reference in the Prospectus) after the effective date thereof to which DBSI reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed requested by the Company pursuant to this Section 13(a2(b), 13(c), 14 or 15(d. (c) of the Exchange Act, (v) during the Effective Period, advise DBSI, promptly after the The Company receives notice thereof, (A) of the time when any amendment shall be deemed not to have used its reasonable best efforts to keep the Registration Statement has been filed 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 Registrable Securities during that period, unless such action is required by applicable law or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such orderthis Agreement.

Filing of Registration Statement. (a) The Company has filed or shall expeditiously shall, as soon as practicable but in no event later than 15 business days after the date hereof, file with the Commission a registration statement statement, covering the resale of the Shares from time to time by DBSI SBC and such affiliated entities as DBSI SBC may designate on securities exchanges or over- over-the-counter market or in such other lawful manner as DBSI SBC may specify, in a form previously reviewed by DBSISBC. (b) If such registration statement has not yet become effective, the The Company shall (i) use its best efforts to cause such registration statement to become effective no later than the Initial Date. The Company shall (i) use its best efforts to cause such registration statement Maturity Date and to remain in effect from its effective date until the earlier of the Expiration Date or the date on which the Company receives written notice from DBSI SBC that all of the Shares have been resold (the "Effective Period")resold, (ii) inform DBSI SBC promptly upon notice from the Commission that the Registration Statement or any amendment has been declared effective, (iii) advise DBSI SBC promptly of any proposed amendment or supplement to the Prospectus after the effective date thereof and furnish DBSI SBC with a draft prior to the filing thereof, (iv) during for so long as delivery of a prospectus is required in connection with the Effective Periodoffering or sale of any of the Shares, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus (other than any such amendment or supplement resulting from the filing of reports or statements under the Exchange Act which are incorporated by reference in the Prospectus) after the effective date thereof to which DBSI SBC reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during the Effective Periodsuch same period, advise DBSISBC, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order. The Company shall not include in the Registration Statement any securities other than the Shares.

Filing of Registration Statement. If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2.1 or use its reasonable best efforts to effect any such registration under Section 2.2., as expeditiously as possible the Company will: (a) The Company has filed or shall expeditiously prepare and (in any event within 60 days after the end of the period within which requests for registration may be delivered to the Company) file with the Commission SEC a registration statement covering on the resale of the Shares from time appropriate form with respect to time by DBSI such Registrable Securities and such affiliated entities as DBSI may designate on securities exchanges or over- the-counter market or in such other lawful manner as DBSI may specify, in a form previously reviewed by DBSI. (b) If such registration statement has not yet become effective, the Company shall use its best reasonable efforts to cause such registration statement to become effective; (b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective no later than and to comply with the Initial Date. The provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until all such shares of Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; (c) furnish to each seller of Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents, as such seller may reasonably request; (d) use reasonable efforts to register or qualify all Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each seller shall reasonably request, and to any and all other acts and things which may be necessary or advisable to enable such seller to consummate the disposition in such jurisdiction of its shares of Registrable Securities covered by such registration statement, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or to subject itself to taxation in any such jurisdiction; (e) furnish to each Holder selling Registrable Securities a signed counterpart, addressed to such Holder, of (i) use its best efforts an opinion of counsel for the Company in the form accompanying the registration statement and in the form delivered to cause underwriters, if any, dated the effective date of such registration statement to remain in effect from its effective date until (or if such registration includes an Underwritten Offering, dated the date on which the Company receives written notice from DBSI that all of the Shares have been resold (closing under the "Effective Period"underwriting agreement), and (ii) inform DBSI promptly upon notice from a "cold comfort" letter signed by the Commission that independent public accountants who have certified the Registration Statement or Company's financial statements included in such registration statement; in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in Underwritten Offerings of securities and, in the case of the accountants' letter, such other financial matters as such sellers may reasonably request; (f) immediately notify each Holder selling Registrable Securities covered by such registration statement, at any amendment has been declared effectivetime when a prospectus relating thereto is required to be delivered under the Securities Act, (iii) advise DBSI promptly of the happening of any proposed amendment event of which it becomes aware as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such Holder prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the Prospectus purchasers of Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (g) otherwise use reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its Registrable Securities holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month of the first fiscal quarter after the effective date thereof and furnish DBSI with a draft prior to of such registration statement, which earnings statement shall satisfy the filing thereof, (iv) during the Effective Period, (A) unless the Company is legally required to so amend or supplement the Prospectus, make no further amendment or any supplement to the Prospectus (other than any such amendment or supplement resulting from the filing provisions of reports or statements under the Exchange Act which are incorporated by reference in the Prospectus) after the effective date thereof to which DBSI reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d11(a) of the Exchange Securities Act, (v) during the Effective Period, advise DBSI, promptly after the Company receives notice thereof, (A) of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Shares, (C) of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding for any such purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain the withdrawal of such order.

Filing of Registration Statement. (a1) The Company has filed or shall expeditiously Promptly following the Closing Date, but in any event within sixty (60) days thereof, at Parent's cost and expense, Parent will (A) file with the Commission SEC a registration statement covering (the resale "Registration Statement") on any appropriate form under the Securities Act with respect to the offering and sale or other disposition of 7,126,547 Parent Shares (the "Registrable Shares") on behalf of the Shares from time to time by DBSI Company Shareholders and such affiliated entities as DBSI may designate on securities exchanges or over- the-counter market or in such other lawful manner as DBSI may specify, in a form previously reviewed by DBSI. (bB) If such registration statement has not yet become effective, make all required filings with the Company NASD. Parent shall use its best efforts to cause such registration statement the Registration Statement to become be declared effective no later than as soon as reasonably practicable. Upon the Initial Date. The Company shall (i) use its best efforts Registration Statement going effective, the Registrable Shares will be referred to cause such registration statement to remain in effect from its effective date until the date on which the Company receives written notice from DBSI that all of the Shares have been resold (as the "Effective PeriodRegistered Shares"), . (ii2) inform DBSI Parent agrees that it will (A) prepare and promptly upon notice from file with the Commission that SEC any amendments or supplements to the Registration Statement or any prospectus which may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the offer of the Registered Shares covered by the Registration Statement for a period of twelve (12) months from the effective date of the Registration Statement; (B) furnish to each Founding Shareholder, as soon as practicable, copies of each final prospectus, or supplement or amendment has been declared effectiverequired to be prepared with respect thereto, all in such quantities as they may from time to time reasonably request; (iiiC) advise DBSI prepare and promptly file with the SEC, and promptly notify each Founding Shareholder of any proposed the filing of, such amendment or supplement to the Prospectus after the effective date thereof and furnish DBSI with Registration Statement or prospectus as may be necessary to correct any statement therein or omission therefrom if, at any time when a draft prior prospectus relating to the filing thereofRegistered Shares is required to be delivered under the Securities Act, any event with respect to Parent shall have occurred as a result of which any prospectus would include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading; (ivD) during the Effective Period, (A) unless in case the Company is legally Shareholders are required to so amend or supplement the Prospectusdeliver a prospectus, make no further amendment or any supplement to the Prospectus (other than any prepare promptly such amendment or supplement resulting from the filing of reports or statements under the Exchange Act which are incorporated by reference in the Prospectus) after the effective date thereof to which DBSI reasonably objects within two business days after receipt of a draft of the proposed amendment or supplement and (B) file promptly all reports and any definitive proxy or information statements required to be filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, (v) during the Effective Period, advise DBSI, promptly after the Company receives notice thereof, (A) of the time when any amendment amendments to the Registration Statement has been filed and such prospectus or becomes effective or any supplement prospectuses as may be necessary to the Prospectus or any amended Prospectus has been filed permit compliance with the Commission, (Brequirements of Section 10(a)(3) of the Securities Act; (E) advise each Founding Shareholder promptly after Parent shall receive notice or obtain knowledge of the issuance by the Commission of any stop order or of any order preventing or by the SEC suspending the use of any prospectus relating to the Shares, (C) effectiveness of the suspension of the qualification of the Shares for offering Registration Statement or sale in any jurisdiction, (D) amendment thereto or of the initiation or threatening of any proceeding proceedings for any such that purpose, or (E) of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information, and (vi) in the event of promptly use every reasonable effort to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; (F) use its best efforts, if required, to list or secure the designation of the Registered Shares on any securities exchange or over-the-counter market on which equity securities of Parent are then listed or designated and provide for a transfer agent and registrar for such order preventing or suspending Registered Shares no later than the effective date of the Registration Statement; and (G) use of any prospectus relating to the Shares or suspending any such qualification, use promptly its best efforts to obtain take all other steps necessary to effect the withdrawal registration of such orderRegistered Shares contemplated hereby. (3) The Founding Shareholders agree that, upon receipt of any notice from Parent of the happening of any event of the kind described in clause (2)(E) of this Section 9(c), the Founding Shareholders shall instruct each Company Shareholder to forthwith discontinue the disposition of the Registered Shares until the Founding Shareholders have received copies of the supplemented or amended prospectus contemplated by clause (2)(E), or until the Founding Shareholders are advised in writing by Parent that the use of the prospectus may be resumed, and have received copies of any additional or supplemental filings that are incorporated by reference in the prospectus, and, if so directed by Parent, the Founding Shareholders shall instruct the Company Shareholders to deliver to Parent all copies, other than permanent file copies, then in the Company Shareholders' possession of the prospectus covering the Registered Shares current at the time of receipt of such notice. (4) If Parent takes any action to permit a public offering or sale or other distribution of the Registered Shares, the Founding Shareholders shall furnish information to Parent concerning the Company Shareholders' holdings of securities of Parent and the proposed method of sale or other disposition of the Parent Shares and such other information and undertakings as Parent may from time to time reasonably request in writing and as shall be required in connection with the preparation and filing of any registration statement and any amendments thereto covering all or part of the Registered Shares in order to assist Parent in complying with the Securities Act and the Exchange Act. The Founding Shareholders further agree, as agent for all of the Company Shareholders, to enter into such undertakings and take such other action relating to the conduct of the proposed offering which Parent may reasonably request as being necessary to assist Parent in complying with the federal and state securities laws and the rules or other requirements of the NASD or otherwise to effectuate the offering. (5) Parent shall pay all expenses incident to Parent's performance of or compliance with Section 9(c), including, without limitation, all registration, filing and NASD fees, all fees and expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for Parent, the Company, the Company Shareholders and of Parent's independent public accountants. With respect to sales of the Registered Shares, the Company Shareholders shall pay all underwriting discounts and commissions and fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registered Shares, and transfer taxes, if any. (6) Parent will file the reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if Parent is not required to file such reports, will, upon the request of the Founding Shareholders, make publicly available, at Parent's own cost and expense, other information for a period of up to four (4) months) and will take such further action as the Founding Shareholders may reasonably request, all to the extent required from time to time to enable the Company Shareholders to sell the Registered Shares without registration under the Securities Act, within the limitation of exemptions provided by (A) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation adopted by the SEC providing for an exemption from registration under the Securities Act for such sales. Upon the request of any Founding Shareholder, Parent will deliver to such Founding Shareholder a written statement as to whether it has complied with all such requirements.