Common use of Registration Statement on Form S-3 Clause in Contracts

Registration Statement on Form S-3. (a) As soon as reasonably practicable after the Closing, but in any event on or before December 31, 2000, the Purchaser shall file with the SEC a Registration Statement on Form S-3, any successor short-form registration statement promulgated by the SEC, or any other appropriate form of registration statement ("Registration Statement") to register the resale by the Founding Stockholders of the "Registrable Securities" under the 1933 Act (as defined in Paragraph (e) below). After the Registration Statement is filed, the Purchaser shall use its best efforts to (i) have the Registration Statement declared effective by the SEC, (ii) thereafter prepare and file, as the Purchaser shall determine may be required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the prospectus contained in the Registration Statement or a post-effective amendment or amendments to the Registration Statement and, with respect to any post-effective amendment, cause such post-effective amendment to be declared effective by the SEC, and (iii) maintain the effectiveness of the Registration Statement until the earlier of (A) the date two (2) years from the date of effectiveness of the Registration Statement, or (B) the sale of all of the Registrable Securities pursuant to the Registration Statement. The Purchaser further agrees that it will (1) furnish to the Founding Stockholders such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request in order to facilitate the public offering of the Registrable Securities, (2) use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder may reasonably request in writing within twenty (20) days following the original filing of the Registration Statement, except that the Purchaser shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (3) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (4) notify the Founding Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (5) prepare and file with the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaser, is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, (6) prepare and promptly file with the SEC and promptly notify the Founding Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the 1933 Act, any event shall have occurred as the result of which any such prospectus or any other prospectus or prospectus supplement as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and (7) advise the Founding Stockholders, promptly after Purchaser shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser necessary to effectuate the preparation and filing of the Registration Statement and agrees to provide the Purchaser with all information required in connection therewith in a timely manner and to comply with the procedures specified in Section 6.2(b) below. (b) Prior to any sales of Registrable Securities under the Registration Statement by a Founding Stockholder, the Founding Stockholder contemplating the sales will provide Purchaser with written notice of such intention, addressed to Purchaser's Chief Financial Officer (a "Sale Notice"). Purchaser will notify such Founding Stockholder within two (2) business days following receipt of the Sale Notice as to whether sales by the Founding Stockholder may be made or will be limited as provided below. Upon notice from Purchaser permitting sales by the Founding Stockholder, for a period beginning on the date of receipt by the Founding Stockholder of such notice and ending 45 days thereafter (the "Window Period"), the Founding Stockholder may offer and sell Registrable Securities from time to time pursuant to the Registration Statement. Anything in this Agreement to the contrary notwithstanding, the ability of a Founding Stockholder to sell Registrable Securities pursuant to the Registration Statement and this Agreement shall be suspended in the event that, upon receiving a Sale Notice or during any Window Period, Purchaser's Chief Financial Officer certifies to the Founding Stockholders that, in the good faith judgment of such officer (upon consultation to the extent practicable with the Board of Directors of Purchaser), (x) the sale would interfere in any material respect with any financing, acquisition, corporate reorganization or other similar material transaction under consideration by Purchaser, or (y) there is some other material development relating to the condition (financial or otherwise) of Purchaser that has not been generally publicly disclosed and as to which Purchaser deems advisable upon the advice of counsel at the time of the Sale Notice not to publicly disclose; provided, however, that upon any such event specified in (x) or (y) above, Purchaser may not suspend sales by Founding Stockholders under the Registration Statement for a period of more than sixty (60) days from the date of such certification by Purchaser's Chief Financial Officer. If, upon receipt of the Sale Notice, Purchaser has reasonably determined that it is necessary to file and cause to be declared effective a post-effective amendment to the Registration Statement or file a new or amended prospectus supplement or to otherwise cause disclosure to be made under the 1934 Act and incorporated by reference into the Registration Statement, and Purchaser determines not to rely on the preceding sentence in order to delay the making of such disclosure, Purchaser will take such action within seven (7) business days following receipt of the applicable Sale Notice. (c) In connection with the registration of the resale of the Registrable Securities, Purchaser shall bear the following fees, costs and expenses: all registration, filing, National Association of Securities Dealers, Inc. and New York Stock Exchange or other exchange listing fees, printing expenses, fees and disbursements of counsel and accountants for Purchaser, all internal Purchaser expenses of the Purchaser and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the resale of the Registrable Securities are to be registered or qualified. Fees and disbursements of counsel and accountants for the Founding Stockholders, any underwriting discounts and commissions and transfer taxes relating to the resale of the Registrable Securities included in the offering, and any other expenses incurred by the Founding Stockholders not expressly included above, shall be borne by the Founding Stockholders. (d) With respect to such registration: (i) Subject to compliance by a holder of Registrable Securities with Section 6.2(b), Purchaser will indemnify and hold harmless each holder of Registrable Securities which are included in the Registration Statement, and any underwriter (as defined in the 1933 ▇▇▇) ▇▇r such holder and each person, if any, who controls such holder or such underwriter within the meaning of the 1933 Act, from and against, and will reimburse such holder and each such underwriter and controlling person with respect to, any and all loss, damage, liability, cost and expense to which such holder or any such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that Purchaser will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such holder, such underwriter or such controlling person in writing specifically for use in the preparation thereof. (ii) Each holder of Registrable Securities which are included in the Registration Statement will indemnify and hold harmless Purchaser, its directors and officers, and any controlling person thereof and any underwriter from and against, and will reimburse Purchaser, its directors and officers, and any such controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which Purchaser or any controlling person and any underwriter may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by such holder specifically for use in the preparation thereof. (e) For the purposes of this Section 6.2, the term "Registrable Securities" shall mean (i) the Payment Shares and (ii) any Purchaser Common Stock or other securities of the Purchaser issued or issuable with respect to such Payment Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or a sale of all or substantially all of Purchaser's assets.

Registration Statement on Form S-3. For use in the sale of up to 25 percent (a25%) As soon as reasonably practicable after of the ClosingShares (the "UNRESTRICTED SHARES"), but in any event on or before December 31, 2000within 30 days of the Issue Date, the Purchaser shall Company will prepare and file with the SEC Securities and Exchange Commission ("SEC") a registration statement on Form S-3 (or such other form that the Company may be eligible to use) relating to the sale of the Unrestricted Shares by Holder from time to time (the "REGISTRATION STATEMENT"), and use its reasonable best efforts, subject to receipt of necessary information from Holder, to cause such Registration Statement on Form S-3, any successor short-form registration statement promulgated by the SEC, or any other appropriate form of registration statement ("Registration Statement") to register the resale by the Founding Stockholders of the "Registrable Securities" under the 1933 Act (as defined in Paragraph (e) below). After the Registration Statement is filed, the Purchaser shall use its best efforts to (i) have the Registration Statement declared effective by the SEC, (ii) thereafter prepare and file, as the Purchaser shall determine may be required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the prospectus contained in the Registration Statement or a post-effective amendment or amendments to the Registration Statement and, with respect to any post-effective amendment, cause such post-effective amendment to be declared effective by the SECSEC as soon as is practicable after the SEC has completed its review process. The Company agrees to use its reasonable best efforts to keep such Registration Statement effective until twelve 12 months after the issue date. The Company shall file all reports required to be filed by the Company with the SEC in a timely manner and take all other necessary action so as to maintain such eligibility for the use of Form S-3 (or its successor or equivalent). Notwithstanding the foregoing, and (iii) maintain following the effectiveness of the Registration Statement, the Company may, at any time, suspend the effectiveness of the Registration Statement until (a "SUSPENSION PERIOD"), by giving written notice to Holder, if the earlier of (A) the date two (2) years from the date of effectiveness of the Registration Statement, or (B) the sale of all of the Registrable Securities pursuant to the Registration Statement. The Purchaser further agrees that it will (1) furnish to the Founding Stockholders such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request in order to facilitate the public offering of the Registrable Securities, (2) use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder may reasonably request in writing within twenty (20) days following the original filing of the Registration Statement, except Company shall have determined that the Purchaser shall not for any purpose Company may be required to execute a general consent to service of process disclose, update, correct or to qualify to do business as a foreign corporation in provide any jurisdiction wherein it is not so qualifiedmaterial corporate development or information. Holder agrees that, (3) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (4) notify the Founding Stockholders promptly upon receipt of any request by notice from the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (5) prepare and file with the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaser, is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, (6) prepare and promptly file with the SEC and promptly notify the Founding Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the 1933 Act, any event shall have occurred as the result of which any such prospectus or any other prospectus or prospectus supplement as then in effect would include an untrue statement Company of a material fact or omit to state Suspension Period, Holder will not sell any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and (7) advise the Founding Stockholders, promptly after Purchaser shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser necessary to effectuate the preparation and filing of the Registration Statement and agrees to provide the Purchaser with all information required in connection therewith in a timely manner and to comply with the procedures specified in Section 6.2(b) below. (b) Prior to any sales of Registrable Securities under the Registration Statement by a Founding Stockholder, the Founding Stockholder contemplating the sales will provide Purchaser with written notice of such intention, addressed to Purchaser's Chief Financial Officer (a "Sale Notice"). Purchaser will notify such Founding Stockholder within two (2) business days following receipt of the Sale Notice as to whether sales by the Founding Stockholder may be made or will be limited as provided below. Upon notice from Purchaser permitting sales by the Founding Stockholder, for a period beginning on the date of receipt by the Founding Stockholder of such notice and ending 45 days thereafter (the "Window Period"), the Founding Stockholder may offer and sell Registrable Securities from time to time pursuant to the Registration Statement. Anything in this Agreement to the contrary notwithstanding, the ability of a Founding Stockholder to sell Registrable Securities Unrestricted Shares pursuant to the Registration Statement and this Agreement shall until (i) Holder is advised in writing by the Company that the use of the applicable prospectus may be suspended in the event that, upon receiving a Sale Notice or during any Window Period, Purchaser's Chief Financial Officer certifies to the Founding Stockholders that, in the good faith judgment of such officer (upon consultation to the extent practicable with the Board of Directors of Purchaser)resumed, (xii) Holder has received copies of any additional or supplemental or amended prospectus, if applicable, and (iii) Holder has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus. The Company will use its reasonable best efforts to ensure that the sale would interfere in any material respect with any financing, acquisition, corporate reorganization or other similar material transaction under consideration by Purchaser, or (y) there is some other material development relating to the condition (financial or otherwise) use of Purchaser that has not been generally publicly disclosed and as to which Purchaser deems advisable upon the advice of counsel at the time of the Sale Notice not to publicly disclose; provided, however, that upon any such event specified in (x) or (y) above, Purchaser may not suspend sales by Founding Stockholders under the Registration Statement for a period of more than sixty (60) days from the date of such certification by Purchaser's Chief Financial Officer. If, upon receipt of the Sale Notice, Purchaser has may be resumed as soon as reasonably determined that it is necessary to file and cause to be declared effective a post-effective amendment to the Registration Statement or file a new or amended prospectus supplement or to otherwise cause disclosure to be made under the 1934 Act and incorporated by reference into the Registration Statement, and Purchaser determines not to rely on the preceding sentence in order to delay the making of such disclosure, Purchaser will take such action within seven (7) business days following receipt of the applicable Sale Noticepracticable. (c) In connection with the registration of the resale of the Registrable Securities, Purchaser shall bear the following fees, costs and expenses: all registration, filing, National Association of Securities Dealers, Inc. and New York Stock Exchange or other exchange listing fees, printing expenses, fees and disbursements of counsel and accountants for Purchaser, all internal Purchaser expenses of the Purchaser and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the resale of the Registrable Securities are to be registered or qualified. Fees and disbursements of counsel and accountants for the Founding Stockholders, any underwriting discounts and commissions and transfer taxes relating to the resale of the Registrable Securities included in the offering, and any other expenses incurred by the Founding Stockholders not expressly included above, shall be borne by the Founding Stockholders. (d) With respect to such registration: (i) Subject to compliance by a holder of Registrable Securities with Section 6.2(b), Purchaser will indemnify and hold harmless each holder of Registrable Securities which are included in the Registration Statement, and any underwriter (as defined in the 1933 ▇▇▇) ▇▇r such holder and each person, if any, who controls such holder or such underwriter within the meaning of the 1933 Act, from and against, and will reimburse such holder and each such underwriter and controlling person with respect to, any and all loss, damage, liability, cost and expense to which such holder or any such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that Purchaser will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such holder, such underwriter or such controlling person in writing specifically for use in the preparation thereof. (ii) Each holder of Registrable Securities which are included in the Registration Statement will indemnify and hold harmless Purchaser, its directors and officers, and any controlling person thereof and any underwriter from and against, and will reimburse Purchaser, its directors and officers, and any such controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which Purchaser or any controlling person and any underwriter may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by such holder specifically for use in the preparation thereof. (e) For the purposes of this Section 6.2, the term "Registrable Securities" shall mean (i) the Payment Shares and (ii) any Purchaser Common Stock or other securities of the Purchaser issued or issuable with respect to such Payment Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or a sale of all or substantially all of Purchaser's assets.

Registration Statement on Form S-3. (a) As soon as reasonably practicable after Within ninety (90) calendar days of the ClosingClosing Date, but in any event on or before December 31, 2000, the Purchaser Buyer shall prepare and file with the SEC a Registration Statement resale registration statement on Form S-3, any successor short-S-3 for an offering to be made on a continuous basis pursuant to Rule 415 (or such other resale registration form registration statement promulgated by the SEC, or any other appropriate form of registration statement ("Registration Statement"that Buyer may then be eligible to use) in order to register with the SEC the resale by the Founding Stockholders Qualified Shareholders, from time to time, of the "Registrable Securities" under shares of Buyer Common Stock issued to them hereunder (the 1933 Act “Relevant Shares”) on NASDAQ or the facilities of any national securities exchange on which the Buyer Common Stock are then traded, or in privately negotiated transactions (as defined in Paragraph (e) belowa “Registration Statement”). After the Buyer shall use commercially reasonable efforts to cause such Registration Statement is filed, the Purchaser shall use its best efforts to (i) have the Registration Statement declared effective by the SEC, (ii) thereafter prepare and file, as the Purchaser shall determine may be required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the prospectus contained in the Registration Statement or a post-effective amendment or amendments to the Registration Statement and, with respect to any post-effective amendment, cause such post-effective amendment to be declared effective within ninety (90) calendar days thereafter and maintain the Registration Statement effective for a period that will terminate upon the earlier of (i) thirty (30) months following the Closing, as prolonged and extended by any Suspension Period or (ii) the date on which all shares of Buyer Common Stock covered by the SECRegistration Statement are sold (such time frame, and as extended from time to time, shall be referred to herein as the “Effective Period”). Following the later of (iiii) maintain the effectiveness of the Registration Statement until the earlier of and (Aii) the date two (2) years from the date of effectiveness of the Registration Statement, or (B) the sale of all of the Registrable Securities pursuant to the Registration Statement. The Purchaser further agrees that it will (1) furnish to the Founding Stockholders such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request in order to facilitate the public offering of the Registrable Securities, (2) use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder may reasonably request in writing within twenty (20) days following the original filing of the Registration Statement, except that the Purchaser shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it day which is not so qualified, (3) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (4) notify the Founding Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (5) prepare and file with the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaser, is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, six (6) prepare and promptly file with months following the SEC and promptly notify Closing Date (such date, the Founding Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if“Start Date”), Buyer may, at the time when a prospectus relating to such securities is required to be delivered under the 1933 Actany time, any event shall have occurred as the result of which any such prospectus or any other prospectus or prospectus supplement as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and (7) advise the Founding Stockholders, promptly after Purchaser shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending suspend the effectiveness of the Registration Statement for up to an aggregate of sixty (60) calendar days, as appropriate (a “Suspension Period”), by giving notice to the Qualified Shareholders, if Buyer shall have determined that Buyer may be required to disclose any material corporate development or as otherwise required by applicable U.S. securities Laws. Notwithstanding the initiation or threatening foregoing, Buyer shall inform each Qualified Shareholder of any proceeding for such Suspension Period and will instruct such Qualified Shareholder (and by executing this Agreement each Qualified Shareholder agrees) not to sell any Relevant Shares pursuant to the Registration Statement until (a) such Person is advised in writing by Buyer that purpose and promptly the use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser necessary to effectuate the preparation and filing of the Registration Statement and agrees may be resumed, or (b) such Person has received copies of any additional or supplemental or amended prospectus, if applicable, or (c) such Person has received copies of any additional or supplemental filings which are incorporated or deemed to provide the Purchaser with all information required be incorporated by reference in connection therewith in a timely manner and to comply with the procedures specified in Section 6.2(b) belowsuch prospectus. (b) Prior to any sales of Registrable Securities under If the Registration Statement by a Founding Stockholder, ceases to be effective for any reason at any time during the Founding Stockholder contemplating the sales will provide Purchaser with written notice of such intention, addressed to Purchaser's Chief Financial Officer (a "Sale Notice"). Purchaser will notify such Founding Stockholder within two (2) business days following receipt of the Sale Notice as to whether sales by the Founding Stockholder may be made or will be limited as provided below. Upon notice from Purchaser permitting sales by the Founding Stockholder, for a period beginning on the date of receipt by the Founding Stockholder of such notice and ending 45 days thereafter (the "Window Period"), the Founding Stockholder may offer and sell Registrable Securities from time to time pursuant to the Registration Statement. Anything in this Agreement to the contrary notwithstanding, the ability of a Founding Stockholder to sell Registrable Securities pursuant to the Registration Statement and this Agreement shall be suspended in the event that, upon receiving a Sale Notice or during any Window Effective Period, Purchaser's Chief Financial Officer certifies Buyer shall use its commercially reasonable efforts to obtain the Founding Stockholders that, in prompt withdrawal of any order suspending the good faith judgment of such officer (upon consultation to the extent practicable with the Board of Directors of Purchaser), (x) the sale would interfere in any material respect with any financing, acquisition, corporate reorganization or other similar material transaction under consideration by Purchaser, or (y) there is some other material development relating to the condition (financial or otherwise) of Purchaser that has not been generally publicly disclosed and as to which Purchaser deems advisable upon the advice of counsel at the time of the Sale Notice not to publicly disclose; provided, however, that upon any such event specified in (x) or (y) above, Purchaser may not suspend sales by Founding Stockholders under the Registration Statement for a period of more than sixty (60) days from the date of such certification by Purchaser's Chief Financial Officer. If, upon receipt of the Sale Notice, Purchaser has reasonably determined that it is necessary to file and cause to be declared effective a post-effective amendment to the Registration Statement or file a new or amended prospectus supplement or to otherwise cause disclosure to be made under the 1934 Act and incorporated by reference into the Registration Statement, and Purchaser determines not to rely on the preceding sentence in order to delay the making of such disclosure, Purchaser will take such action within seven (7) business days following receipt of the applicable Sale Noticeeffectiveness thereof. (c) In connection with the registration filing of the resale of the Registrable SecuritiesRegistration Statement, Purchaser shall bear the following feesBuyer will, costs and expenses: all registration, filing, National Association of Securities Dealers, Inc. and New York Stock Exchange or other exchange listing fees, printing expenses, fees and disbursements of counsel and accountants for Purchaser, all internal Purchaser expenses of the Purchaser and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the resale of the Registrable Securities are to be registered or qualified. Fees and disbursements of counsel and accountants for the Founding Stockholders, any underwriting discounts and commissions and transfer taxes relating to the resale of the Registrable Securities included in the offering, and any other expenses incurred by the Founding Stockholders not expressly included above, shall be borne by the Founding Stockholders. (d) With respect to such registrationas soon as reasonably possible: (i) Subject furnish to compliance by a holder the Qualified Shareholders whose shares are covered in the Registration Statement (the “Holders”) such number of Registrable Securities with Section 6.2(b), Purchaser will indemnify and hold harmless each holder copies of Registrable Securities which are included in the prospectus for the Registration Statement, including a preliminary prospectus (and any underwriter (as defined amendments or supplements thereto), in conformity with the 1933 ▇▇▇) ▇▇r such holder and each person, if any, who controls such holder or such underwriter within the meaning requirements of the 1933 Securities Act, from and against, and will reimburse such holder and each such underwriter and controlling person with respect to, other documents as they may reasonably request in order to facilitate the disposition of the Relevant Shares owned by them; and (ii) promptly notify the Holders in writing at any and all loss, damage, liability, cost and expense time when a prospectus relating to which such holder or any such underwriter or controlling person may become subject the Registration Statement is required to be delivered under the 1933 Act or otherwiseSecurities Act, insofar of the happening of any event as a result of which the prospectus included in such lossesRegistration Statement, damagesas then in effect, liabilities, costs or expenses are caused by any untrue statement or alleged includes an untrue statement of any a material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission omits to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances in which they were made, not misleading; provided, however, that Purchaser will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such holder, such underwriter or such controlling person in writing specifically for use in the preparation thereofthen existing. (ii) Each holder of Registrable Securities which are included in the Registration Statement will indemnify and hold harmless Purchaser, its directors and officers, and any controlling person thereof and any underwriter from and against, and will reimburse Purchaser, its directors and officers, and any such controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which Purchaser or any controlling person and any underwriter may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by such holder specifically for use in the preparation thereof. (e) For the purposes of this Section 6.2, the term "Registrable Securities" shall mean (i) the Payment Shares and (ii) any Purchaser Common Stock or other securities of the Purchaser issued or issuable with respect to such Payment Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or a sale of all or substantially all of Purchaser's assets.

Registration Statement on Form S-3. (a) As soon as reasonably practicable 7.3.1. Promptly after the Closing, but in any event on or before December 31no case more than sixty (60) days following the Closing Date, 2000, the Purchaser shall at its sole cost and expense ▇▇▇▇▇▇ will file with the SEC a Registration Statement on Form S-3, any successor short-form registration statement promulgated by the SEC, or any other appropriate form of registration statement (the "Registration Statement") on Form S-3 or another appropriate form then available to register ▇▇▇▇▇▇ for the resale by the Founding Stockholders purpose of registering all of the "Registrable Securities" under the 1933 Act (as defined in Paragraph (e) below)▇▇▇▇▇▇ Shares for resale. After Thereafter, ▇▇▇▇▇▇ will use all good faith commercially reasonable efforts to cause the Registration Statement is filed, to become effective under the Purchaser shall use its best efforts Securities Act (taking into account the interest of the Stockholders in having the Registration Statement become effective within 180 days of the Closing Date) as promptly as practicable and to remain continuously effective until the earlier of (i) have the second anniversary of the date such Registration Statement is declared effective by the SEC, or (ii) thereafter prepare and filesuch time at which all of the ▇▇▇▇▇▇ Shares have been resold. 7.3.2. Notwithstanding the foregoing, as ▇▇▇▇▇▇ shall have the Purchaser shall determine may be required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements right upon notice to the prospectus contained Stockholders (the "Delay Right") to delay filing the Registration Statement or withhold efforts to cause the Registration Statement to become effective, (a) if ▇▇▇▇▇▇ determines in good faith and after consultation with its legal counsel, the chairman of its Board of Directors, and its Lead Director that such registration is reasonably likely to (i) materially interfere with or materially affect the negotiation or completion of any material transaction (the disclosure of which ▇▇▇▇▇▇ determines in good faith would be reasonably likely to materially impede ▇▇▇▇▇▇'▇ ability to consummate such transaction) that is being contemplated by ▇▇▇▇▇▇ (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (ii) involve initial or continuing disclosure obligations that are reasonably likely to be materially detrimental to the interest of ▇▇▇▇▇▇' stockholders (other than as relating solely to the price of the stock of ▇▇▇▇▇▇), and (b) for so long as ▇▇▇▇▇▇ is delayed in receiving any consent required to be given by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP with respect to incorporation in the Registration Statement or a post-effective amendment or amendments to the Registration Statement and, with respect to any post-effective amendment, cause such post-effective amendment to be declared effective by the SEC, and (iii) maintain the effectiveness of financial statements of the Registration Statement until Acquired Companies audited by them. Additionally, ▇▇▇▇▇▇ shall have the earlier of right (Athe "Suspension Right") the date two (2) years from the date of effectiveness of to suspend sales under the Registration Statement, or (B) if ▇▇▇▇▇▇ determines in good faith and after consultation with its legal counsel, the sale chairman of all its Board of Directors, and its Lead Director that it would be materially detrimental to ▇▇▇▇▇▇ and its stockholders to continue sales under the Registration Statement at such time and therefore ▇▇▇▇▇▇ has elected to suspend sales of the Registrable Securities pursuant to ▇▇▇▇▇▇ Shares under the Registration Statement. The Purchaser further ▇▇▇▇▇▇ agrees that it will shall not exercise its Delay Right or Suspension Right (1as applicable) furnish to the Founding Stockholders such reasonable number of copies of the Registration Statementfor more than sixty (60) consecutive days in any one hundred eighty (180) day period, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request in order to facilitate the public offering of the Registrable Securities, not more than ninety (2) use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder may reasonably request in writing within twenty (2090) days following in the original filing of the Registration Statement, except that the Purchaser shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation aggregate in any jurisdiction wherein it is not so qualified, twelve (312) notify the Founding Stockholders, promptly after it month period. 7.3.3. ▇▇▇▇▇▇ shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (4) notify the Founding Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (5) prepare and file with the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaser, is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, (6) prepare and promptly file with the SEC and promptly notify the Founding Stockholders Stockholder Representative upon the occurrence of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the 1933 Act, any event shall have occurred as the result of which any such prospectus or any other prospectus or prospectus supplement as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and following events: (7a) advise the Founding Stockholders, promptly after Purchaser shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or any post-effective amendment thereto filed with the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent SEC; (b) the issuance by the SEC of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser necessary to effectuate suspending the preparation and filing effectiveness of the Registration Statement and agrees to provide the Purchaser with all information required in connection therewith in a timely manner and to comply with the procedures specified in Section 6.2(b) below.Statement; (bc) Prior to any sales the exercise by ▇▇▇▇▇▇ of Registrable Securities under the Registration Statement by a Founding Stockholder, the Founding Stockholder contemplating the sales will provide Purchaser with written notice of such intention, addressed to Purchaser's Chief Financial Officer its Delay Right or its Suspension Right as set forth above; (a "Sale Notice"). Purchaser will notify such Founding Stockholder within two (2d) business days following ▇▇▇▇▇▇' receipt of the Sale Notice as to whether sales by the Founding Stockholder may be made or will be limited as provided below. Upon notice from Purchaser permitting sales by the Founding Stockholder, for a period beginning on the date of receipt by the Founding Stockholder of such notice and ending 45 days thereafter (the "Window Period"), the Founding Stockholder may offer and sell Registrable Securities from time to time pursuant to the Registration Statement. Anything in this Agreement to the contrary notwithstanding, the ability of a Founding Stockholder to sell Registrable Securities pursuant to the Registration Statement and this Agreement shall be suspended in the event that, upon receiving a Sale Notice or during any Window Period, Purchaser's Chief Financial Officer certifies to the Founding Stockholders that, in the good faith judgment of such officer (upon consultation to the extent practicable with the Board of Directors of Purchaser), (x) the sale would interfere in any material respect with any financing, acquisition, corporate reorganization or other similar material transaction under consideration by Purchaser, or (y) there is some other material development relating to the condition (financial or otherwise) of Purchaser that has not been generally publicly disclosed and as to which Purchaser deems advisable upon the advice of counsel at the time notification of the Sale Notice not to publicly disclose; provided, however, that upon suspension of the qualification of any such event specified in (x) or (y) above, Purchaser may not suspend sales ▇▇▇▇▇▇ Shares covered by Founding Stockholders under the Registration Statement for a period of more than sixty sale in any jurisdiction; or (60e) days from the date of such certification by Purchaser's Chief Financial Officer. Ifany other event, upon receipt of the Sale Notice, Purchaser has reasonably determined fact or circumstance that it is necessary to file and cause to be declared effective a post-effective amendment to results in the Registration Statement or file a new any prospectus relating to the ▇▇▇▇▇▇ Shares or amended prospectus supplement or to otherwise cause disclosure to be made under the 1934 Act and any document incorporated by reference into the Registration Statement, and Purchaser determines not to rely on the preceding sentence in order to delay the making of such disclosure, Purchaser will take such action within seven (7) business days following receipt of the applicable Sale Notice. (c) In connection with the registration of the resale of the Registrable Securities, Purchaser shall bear the following fees, costs and expenses: all registration, filing, National Association of Securities Dealers, Inc. and New York Stock Exchange or other exchange listing fees, printing expenses, fees and disbursements of counsel and accountants for Purchaser, all internal Purchaser expenses of the Purchaser and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the resale of the Registrable Securities are to be registered or qualified. Fees and disbursements of counsel and accountants for the Founding Stockholders, any underwriting discounts and commissions and transfer taxes relating to the resale of the Registrable Securities included in the offering, and any other expenses incurred by the Founding Stockholders not expressly included above, shall be borne by the Founding Stockholders. (d) With respect to such registration: (i) Subject to compliance by a holder of Registrable Securities with Section 6.2(b), Purchaser will indemnify and hold harmless each holder of Registrable Securities which are included in the Registration Statement, and any underwriter (as defined in the 1933 ▇▇▇) ▇▇r such holder and each person, if any, who controls such holder or such underwriter within the meaning of the 1933 Act, from and against, and will reimburse such holder and each such underwriter and controlling person with respect to, any and all loss, damage, liability, cost and expense to which such holder or any such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged therein containing an untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission omitting to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading; provided, however, that Purchaser will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such holder, such underwriter or such controlling person in writing specifically for use in the preparation thereof. 7.3.4. Stockholders shall immediately cease selling ▇▇▇▇▇▇ Shares upon their receipt of a notice described in Sections 7.3.3(b), (iic) Each holder of Registrable Securities which are included in the Registration Statement will indemnify and hold harmless Purchaser, its directors and officers, and any controlling person thereof and any underwriter from and against, and will reimburse Purchaser, its directors and officers, and any such controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which Purchaser or any controlling person and any underwriter may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by such holder specifically for use in the preparation thereof. (e) For above and shall immediately cease selling ▇▇▇▇▇▇ Shares in the purposes of this Section 6.2, the term "Registrable Securities" shall mean (i) the Payment Shares and (ii) any Purchaser Common Stock or other securities of the Purchaser issued or issuable with respect to such Payment Shares by way relevant jurisdiction upon receipt of a stock dividend or stock split or notice described in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or a sale of all or substantially all of Purchaser's assets.Section 7.3.3

Registration Statement on Form S-3. (a) As soon as reasonably practicable after If requested by the Company in writing prior to Closing, but in any event on or before December 31then within the later of (i) 15 Business Days following such written request and (ii) the second Business Day following the Closing Date, 2000, the Purchaser Parent shall prepare and file with the SEC a Registration Statement resale registration statement on Form S-3, any successor short-S-3 for an offering to be made on a continuous basis pursuant to Rule 415 (or such other resale registration form registration statement promulgated by the SEC, or any other appropriate form of registration statement ("Registration Statement"that Parent may then be eligible to use) in order to register with the SEC the resale by the Founding Stockholders Company Shareholders, from time to time, of the "Registrable Securities" under shares of Parent Common Stock issued to them hereunder (including such shares deposited in the 1933 Act Escrow Fund) (as defined the “Relevant Shares”) on the NYSE or the facilities of any national securities exchange on which the Parent Common Stock are then traded, or in Paragraph privately negotiated transactions (e) belowa “Registration Statement”). After the Parent shall use commercially reasonable efforts to cause such Registration Statement is filed, the Purchaser shall use its best efforts to (i) have the Registration Statement declared effective by the SEC, (ii) thereafter prepare and file, as the Purchaser shall determine may be required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the prospectus contained in the Registration Statement or a post-effective amendment or amendments to the Registration Statement and, with respect to any post-effective amendment, cause such post-effective amendment to be declared effective as soon as reasonably practicable thereafter and maintain the Registration Statement effective for a period that will terminate upon the earlier of (i) thirty (30) months following the Closing, as prolonged and extended by any Suspension Period or (ii) the date on which all shares of Parent Common Stock covered by the SECRegistration Statement are sold (such time frame, and as extended from time to time, shall be referred to herein as the “Effective Period”). Following the later of (iiii) maintain the effectiveness of the Registration Statement until the earlier of and (Aii) the date two (2) years from the date of effectiveness of the Registration Statement, or (B) the sale of all of the Registrable Securities pursuant to the Registration Statement. The Purchaser further agrees that it will (1) furnish to the Founding Stockholders such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request in order to facilitate the public offering of the Registrable Securities, (2) use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder may reasonably request in writing within twenty (20) days following the original filing of the Registration Statement, except that the Purchaser shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it day which is not so qualified, (3) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (4) notify the Founding Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (5) prepare and file with the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaser, is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, six (6) prepare and promptly file with months following the SEC and promptly notify Closing Date (such date, the Founding Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if“Start Date”), Parent may, at the time when a prospectus relating to such securities is required to be delivered under the 1933 Actany time, any event shall have occurred as the result of which any such prospectus or any other prospectus or prospectus supplement as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and (7) advise the Founding Stockholders, promptly after Purchaser shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending suspend the effectiveness of the Registration Statement for up to an aggregate of 60 days, as appropriate (a “Suspension Period”), by giving notice to the Company Shareholders, if Parent shall have determined that Parent may be required to disclose any material corporate development or as otherwise required by applicable U.S. securities Laws. Notwithstanding the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent foregoing, Parent may not suspend the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser necessary to effectuate the preparation and filing effectiveness of the Registration Statement more than two times during any twelve-month period following the Start Date, subject to applicable U.S. securities Laws. Parent shall inform each Company Shareholder of any such Suspension Period and agrees will instruct such Company Shareholders (and by executing this Agreement each Company Shareholder agrees) not to provide sell any Relevant Shares pursuant to the Purchaser with all information required Registration Statement until (a) such Person is advised in connection therewith writing by Parent that the use of the Registration Statement may be resumed, or (b) such Person has received copies of any additional or supplemental or amended prospectus, if applicable, or (c) such Person has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in a timely manner and to comply with the procedures specified in Section 6.2(b) belowsuch prospectus. (b) Prior to any sales of Registrable Securities under If the Registration Statement by ceases to be effective for any reason at any time during the Effective Period, Parent shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. If a Founding StockholderRegistration Statement is filed, Parent shall use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as is reasonably practicable and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective until the Founding Stockholder contemplating the sales will provide Purchaser with written notice of such intention, addressed to Purchaser's Chief Financial Officer (a "Sale Notice"). Purchaser will notify such Founding Stockholder within two (2) business days following receipt end of the Sale Notice as to whether sales by the Founding Stockholder may be made or will be limited as provided below. Upon notice from Purchaser permitting sales by the Founding Stockholder, for a period beginning on the date of receipt by the Founding Stockholder of such notice and ending 45 days thereafter (the "Window Effective Period"), the Founding Stockholder may offer and sell Registrable Securities from time to time pursuant to the Registration Statement. Anything in this Agreement to the contrary notwithstanding, the ability of a Founding Stockholder to sell Registrable Securities pursuant to the Registration Statement and this Agreement shall be suspended in the event that, upon receiving a Sale Notice or during any Window Period, Purchaser's Chief Financial Officer certifies to the Founding Stockholders that, in the good faith judgment of such officer (upon consultation to the extent practicable with the Board of Directors of Purchaser), (x) the sale would interfere in any material respect with any financing, acquisition, corporate reorganization or other similar material transaction under consideration by Purchaser, or (y) there is some other material development relating to the condition (financial or otherwise) of Purchaser that has not been generally publicly disclosed and as to which Purchaser deems advisable upon the advice of counsel at the time of the Sale Notice not to publicly disclose; provided, however, that upon any such event specified in (x) or (y) above, Purchaser may not suspend sales by Founding Stockholders under the Registration Statement for a period of more than sixty (60) days from the date of such certification by Purchaser's Chief Financial Officer. If, upon receipt of the Sale Notice, Purchaser has reasonably determined that it is necessary to file and cause to be declared effective a post-effective amendment to the Registration Statement or file a new or amended prospectus supplement or to otherwise cause disclosure to be made under the 1934 Act and incorporated by reference into the Registration Statement, and Purchaser determines not to rely on the preceding sentence in order to delay the making of such disclosure, Purchaser will take such action within seven (7) business days following receipt of the applicable Sale Notice. (c) In connection with the registration filing of the resale of the Registrable SecuritiesRegistration Statement, Purchaser shall bear the following feesParent will, costs and expenses: all registration, filing, National Association of Securities Dealers, Inc. and New York Stock Exchange or other exchange listing fees, printing expenses, fees and disbursements of counsel and accountants for Purchaser, all internal Purchaser expenses of the Purchaser and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the resale of the Registrable Securities are to be registered or qualified. Fees and disbursements of counsel and accountants for the Founding Stockholders, any underwriting discounts and commissions and transfer taxes relating to the resale of the Registrable Securities included in the offering, and any other expenses incurred by the Founding Stockholders not expressly included above, shall be borne by the Founding Stockholders. (d) With respect to such registrationas soon as reasonably possible: (i) Subject furnish to compliance by a holder the Company Shareholders whose shares are covered in the Registration Statement (the “Holders”) such number of Registrable Securities with Section 6.2(b), Purchaser will indemnify and hold harmless each holder copies of Registrable Securities which are included in the prospectus for the Registration Statement, including a preliminary prospectus (and any underwriter amendments or supplements thereto), in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Relevant Shares owned by them; (as defined in ii) use its reasonable commercial efforts to register and qualify the 1933 ▇▇▇) ▇▇r Relevant Shares covered by such holder and each person, if any, who controls Registration Statement under such holder other United States securities or blue sky Laws of such underwriter jurisdictions within the meaning United States as will be reasonably requested by the Company Shareholders; provided that Parent will not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such state or jurisdiction unless Parent is already so qualified or subject to service of process, respectively, in such jurisdiction; and (iii) promptly notify the Company Shareholders in writing at any time when a prospectus relating to the Registration Statement is required to be delivered under the Securities Act, of the 1933 Acthappening of any event as a result of which the prospectus included in such Registration Statement, from and againstas then in effect, and will reimburse such holder and each such underwriter and controlling person with respect to, any and all loss, damage, liability, cost and expense to which such holder or any such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged includes an untrue statement of any a material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission omits to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances in which they were made, not misleading; provided, however, that Purchaser will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such holder, such underwriter or such controlling person in writing specifically for use in the preparation thereofthen existing. (ii) Each holder of Registrable Securities which are included in the Registration Statement will indemnify and hold harmless Purchaser, its directors and officers, and any controlling person thereof and any underwriter from and against, and will reimburse Purchaser, its directors and officers, and any such controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which Purchaser or any controlling person and any underwriter may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by such holder specifically for use in the preparation thereof. (e) For the purposes of this Section 6.2, the term "Registrable Securities" shall mean (i) the Payment Shares and (ii) any Purchaser Common Stock or other securities of the Purchaser issued or issuable with respect to such Payment Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or a sale of all or substantially all of Purchaser's assets.

Registration Statement on Form S-3. (a) As soon as reasonably practicable after the ClosingClosing (but without obligation to do so earlier than September 11, but in any event on or before December 311998), 2000, the Purchaser BVI shall file with the SEC a Registration Statement on Form S-3, S-3 or any successor short-form registration statement promulgated by the SEC, or any other appropriate form of registration statement SEC ("Registration Statement") to register the resale by the Founding Stockholders of the "Registrable Securities" Securities under the 1933 Act (as defined in Paragraph (e) below)Act. After the Registration Statement is filed, the Purchaser BVI shall use its reasonable best efforts to (i) have the Registration Statement declared effective by the SEC, (ii) thereafter prepare and file, as the Purchaser BVI shall determine may be required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the prospectus contained in the Registration Statement or a post-effective amendment or amendments to the Registration Statement and, with respect to any post-effective amendment, cause such post-effective amendment to be declared effective by the SEC, and (iii) maintain the effectiveness of the Registration Statement until the earlier of (A) the date two (2) years from the date of effectiveness of the Registration Statement, or (B) the sale of all of the Registrable Securities pursuant to the Registration Statement. The Purchaser BVI further agrees that it will (1i) furnish to the Founding Stockholders and to the underwriters of the Registrable Securities, if any, such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request in order to facilitate the public offering of the Registrable Securities, Securities (2ii) use its reasonable best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder Stockholders may reasonably request in writing within twenty (20) 20 days following the original filing of the Registration Statement, except that the Purchaser BVI shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (3iii) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (4iv) notify the Founding Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (5v) prepare and file with the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaserthe Stockholders (and concurred in by counsel for BVI), is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, (6vi) prepare and promptly file with the SEC and promptly notify the Founding Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the 1933 1993 Act, any event shall have occurred as the result of which any such prospectus or any other prospectus or prospectus supplement as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and (7vii) advise the Founding Stockholders, promptly after Purchaser BVI shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser BVI necessary to effectuate the preparation and filing of the Registration Statement and agrees to provide the Purchaser Company with all information required in connection therewith in a timely manner and to comply with the procedures specified in Section 6.2(b7.6(b) below. (b) Prior to any sales of Registrable Securities under the Registration Statement by a Founding Stockholder, the Founding Stockholder contemplating the sales will provide Purchaser BVI with written notice of such intention, addressed to PurchaserBVI's Chief Financial Officer (a "Sale Notice"). Purchaser BVI will notify such Founding Stockholder within two (2) business days following receipt of the Sale Notice as to whether sales by the Founding Stockholder may be made or will be limited as provided below. Upon notice from Purchaser BVI permitting sales by the Founding Stockholder, for a period beginning on the date of receipt by the Founding Stockholder of such notice and ending 45 days thereafter (the "Window Period"), the Founding Stockholder may offer and sell Registrable Securities from time to time pursuant to the Registration Statement. Anything in this Agreement to the contrary notwithstanding, the ability of a Founding Stockholder to sell Registrable Securities pursuant to the Registration Statement and this Agreement shall be suspended in the event that, upon receiving a Sale Notice or during any Window Period, PurchaserBVI's Chief Financial Officer certifies to the Founding Stockholders that, in the good faith judgment of such officer (upon consultation to the extent practicable with the Board of Directors of PurchaserBVI to the extent practicable), (xA) the sale would interfere in any material respect with any financing, acquisition, corporate reorganization or other similar material transaction under consideration by PurchaserBVI, or (yB) there is some other material development relating to the condition (financial or otherwise) of Purchaser BVI that has not been generally publicly disclosed and as to which Purchaser BVI deems advisable upon the advice of counsel at the time of the Sale Notice not to publicly disclose; provided, however, that that, upon any such event specified in (xA) or (yB) above, Purchaser BVI may not suspend sales by Founding Stockholders under the Registration Statement for a period of more than sixty forty-five (6045) days from the date of such certification by PurchaserBVI's Chief Financial Officer. If, upon receipt of the Sale Notice, Purchaser BVI has reasonably determined that it is necessary to file and cause to be declared effective a post-effective amendment to the Registration Statement or file a new or amended prospectus supplement or to otherwise cause disclosure to be made under the 1934 Act and incorporated by reference into the Registration Statement, and Purchaser BVI determines not to rely on the proviso set forth in the preceding sentence in order to delay the making of such disclosure, Purchaser BVI will take such action within seven (7) business days following receipt of the applicable Sale Notice. (c) If at any time following the date of this Agreement, BVI shall be ineligible to register its securities on Form S-3 (other than by reason of gross negligence or willful violation of BVI's covenant in Section 12.3(b) and 12.3(d) hereof) then (i) BVI shall not be obligated to effect any registration of the Registrable Securities under Section 7.6(a) until such time as BVI becomes eligible to use Form S-3 (provided, however, that if at the time such eligibility is restored all of the Registrable Securities held by a Stockholder are then eligible for sale during any given three (3) month period under Rule 144 under the Securities Act, BVI will have no further registration obligation under Section 7.6(a) with respect to such Stockholder's Registrable Securities); and (ii) if the Registration Statement has become effective under the 1933 Act, BVI may file an amendment to the Registration Statement deregistering any Registrable Securities remaining unsold at the time that BVI became ineligible to use Form S-3. In the event that BVI becomes ineligible to use Form S-3 through its gross negligence or willful misconduct and such ineligibility remains uncured for a period of 10 days, BVI's obligation to register the Registrable Securities will be deemed to extend to registration on Form ▇-▇, ▇-▇ or other applicable forms promulgated by the SEC. BVI will provide prompt notice to the Stockholders of any ineligibility to use Form S-3 and of any deregistration of the Registrable Securities under this Section. (d) In connection with the registration of the resale of the Registrable Securities, Purchaser BVI shall bear the following fees, costs and expenses: all registration, filing, filing NASD and Nasdaq National Association of Securities Dealers, Inc. and New York Stock Exchange Market or other exchange listing fees, printing expenses, fees and disbursements of counsel and accountants for PurchaserBVI, all internal Purchaser BVI expenses of the Purchaser and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the resale of the Registrable Securities are to be registered or qualified. Fees and disbursements of counsel and accountants for the Founding Stockholders, any underwriting discounts and commissions and transfer taxes relating to the resale of the Registrable Securities included in the offering, and any other expenses incurred by the Founding Stockholders not expressly included above, shall be borne by the Founding Stockholders. (de) With respect to such registration: (i) Subject to compliance by a holder of Registrable Securities with Section 6.2(b7.6(b), Purchaser BVI will indemnify and hold harmless each holder of Registrable Securities which are included in the Registration Statement, and any underwriter (as defined in the 1933 ▇▇▇▇ ▇▇▇) ▇▇r for such holder and each person, if any, who controls such holder or such underwriter within the meaning of the 1933 Act, from and against, and will reimburse such holder and each such underwriter and controlling person with respect to, any and all loss, damage, liability, cost and expense to which such holder or any such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that Purchaser BVI will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such holder, such underwriter or such controlling person in writing specifically for use in the preparation thereof. (ii) Each holder of Registrable Securities which are included in the Registration Statement will indemnify and hold harmless PurchaserBVI, its directors and officers, and any controlling person thereof and any underwriter from and against, and will reimburse PurchaserBVI, its directors and officers, and any such controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which Purchaser BVI or any controlling person and any underwriter may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by such holder specifically for use in the preparation thereof. (ef) For the purposes of this Section 6.27.6, the term "Registrable Securities" shall mean (i) the Payment Shares Restricted Shares, and (ii) any Purchaser BVI Common Stock or other securities of the Purchaser issued or issuable with respect to such Payment Restricted Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or a sale of all or substantially all of PurchaserBVI's assets.

Registration Statement on Form S-3. (a) As soon as reasonably practicable after Within sixty (60) days following the ClosingClosing Date, but in any event on or before December 31, 2000, the Purchaser shall Parent will prepare and file with the SEC a Registration Statement registration statement on Form S-3, any successor short-form registration statement promulgated by the SEC, or any other appropriate form of registration statement S-3 ("S-3 Registration Statement") to register registering the Parent Common Stock issued in the Merger for resale by the Founding Stockholders of the "Registrable Securities" under the 1933 Act (as defined in Paragraph (e) below). After the Registration Statement is filed, the Purchaser former Company Shareholders and shall use its best efforts to (i) have the S-3 Registration Statement declared effective by as soon as practical thereafter. Parent will keep the SECS-3 Registration Statement effective for up to one year following the Closing Date, (ii) thereafter or, if earlier, until the former Company Shareholders have completed the distribution related thereto. Parent shall prepare and file, as file with the Purchaser shall determine may be required under the 1933 Act SEC such amendments and the rules and regulations thereunder, a prospectus supplement or supplements to the prospectus contained in the S-3 Registration Statement or a post-effective amendment or amendments to and the prospectus used in connection with such S-3 Registration Statement and, as may be necessary to comply with the provisions of the Securities Act with respect to any post-effective amendment, cause such post-effective amendment to be declared effective the disposition of all securities covered by the SEC, and (iii) maintain the effectiveness of the Registration Statement until the earlier of (A) the date two (2) years from the date of effectiveness of the Registration Statement, or (B) the sale of all of the Registrable Securities pursuant to the S-3 Registration Statement. The Purchaser further agrees that it will (1) Parent shall furnish to the Founding Stockholders former Company Shareholders such reasonable number of copies of a prospectus in conformity with the Registration Statementrequirements of the Securities Act, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders they may reasonably request in order to facilitate the public offering disposition of the Registrable Securities, Parent Common Stock owned by them. Parent shall notify each former Company Shareholder by written notice to the address to which the letter of transmittal was sent pursuant to Section 1.9 (2) use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder may reasonably request unless Parent is notified in writing within twenty (20of a different address for a shareholder) days following the original filing of the Registration Statement, except that the Purchaser shall not for at any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (3) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (4) notify the Founding Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (5) prepare and file with the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaser, is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, (6) prepare and promptly file with the SEC and promptly notify the Founding Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities thereto is required to be delivered under the 1933 Act, Securities Act of the happening of any event shall have occurred as the a result of which any such the prospectus or any other prospectus or prospectus supplement included in the S-3 Registration Statement as then in effect would include effect, includes an untrue statement of a material fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and (7) advise the Founding Stockholders, promptly after Purchaser shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser necessary to effectuate the preparation and filing of the Registration Statement and agrees to provide the Purchaser with all information required in connection therewith in a timely manner and to comply with the procedures specified in Section 6.2(b) below. (b) Prior to any sales of Registrable Securities under the Registration Statement by a Founding Stockholder, the Founding Stockholder contemplating the sales will provide Purchaser with written notice of such intention, addressed to Purchaser's Chief Financial Officer (a "Sale Notice"). Purchaser will notify such Founding Stockholder within two (2) business days following receipt of the Sale Notice as to whether sales by the Founding Stockholder may be made or will be limited as provided below. Upon notice from Purchaser permitting sales by the Founding Stockholder, for a period beginning on the date of receipt by the Founding Stockholder of such notice and ending 45 days thereafter (the "Window Period"), the Founding Stockholder may offer and sell Registrable Securities from time to time pursuant to the Registration Statement. Anything in this Agreement to the contrary notwithstanding, the ability of a Founding Stockholder to sell Registrable Securities pursuant to the Registration Statement and this Agreement shall be suspended in the event that, upon receiving a Sale Notice or during any Window Period, Purchaser's Chief Financial Officer certifies to the Founding Stockholders that, in the good faith judgment of such officer (upon consultation to the extent practicable with the Board of Directors of Purchaser), (x) the sale would interfere in any material respect with any financing, acquisition, corporate reorganization or other similar material transaction under consideration by Purchaser, or (y) there is some other material development relating to the condition (financial or otherwise) of Purchaser that has not been generally publicly disclosed and as to which Purchaser deems advisable upon the advice of counsel at the time of the Sale Notice not to publicly disclose; provided, however, that upon any such event specified in (x) or (y) above, Purchaser may not suspend sales by Founding Stockholders under the Registration Statement for a period of more than sixty (60) days from the date of such certification by Purchaser's Chief Financial Officer. If, upon receipt of the Sale Notice, Purchaser has reasonably determined that it is necessary to file and cause to be declared effective a post-effective amendment to the Registration Statement or file a new or amended prospectus supplement or to otherwise cause disclosure to be made under the 1934 Act and incorporated by reference into the Registration Statement, and Purchaser determines not to rely on the preceding sentence in order to delay the making of such disclosure, Purchaser will take such action within seven (7) business days following receipt of the applicable Sale Notice. (c) In connection with the registration of the resale of the Registrable Securities, Purchaser shall bear the following fees, costs and expenses: all registration, filing, National Association of Securities Dealers, Inc. and New York Stock Exchange or other exchange listing fees, printing expenses, fees and disbursements of counsel and accountants for Purchaser, all internal Purchaser expenses of the Purchaser and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the resale of the Registrable Securities are to be registered or qualified. Fees and disbursements of counsel and accountants for the Founding Stockholders, any underwriting discounts and commissions and transfer taxes relating to the resale of the Registrable Securities included in the offering, and any other expenses incurred by the Founding Stockholders not expressly included above, shall be borne by the Founding Stockholders. (d) With respect to such registration: (i) Subject to compliance by a holder of Registrable Securities with Section 6.2(b), Purchaser will indemnify and hold harmless each holder of Registrable Securities which are included in the Registration Statement, and any underwriter (as defined in the 1933 ▇▇▇) ▇▇r such holder and each person, if any, who controls such holder or such underwriter within the meaning of the 1933 Act, from and against, and will reimburse such holder and each such underwriter and controlling person with respect to, any and all loss, damage, liability, cost and expense to which such holder or any such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances then existing. Parent shall not be required to effect the S-3 Registration Statement or any required amendment thereto or any request for acceleration of the Effective Date thereof if Parent shall furnish to the Insider Shareholders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of Parent, it would be seriously detrimental to Parent for such S-3 Registration Statement to be effected at such time, in which they were made, event Parent shall have the right to defer filing or causing the registration statement to be declared effective for a period of not misleading; provided, however, that Purchaser will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such holder, such underwriter or such controlling person in writing specifically for use more than 90 days in the preparation thereofaggregate from the date of the certification. (iib) Each holder It shall be a condition precedent to the obligations of Registrable Securities which are included in Parent to take any action under this Section 6.7 that the Registration Statement will indemnify selling former Company Shareholders shall furnish to 37. Parent such information regarding themselves, the Parent Common Stock held by them and hold harmless Purchaser, its directors and officers, and any controlling person thereof and any underwriter from and against, and will reimburse Purchaser, its directors and officers, and any the intended method of disposition of such controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which Purchaser or any controlling person and any underwriter may become subject under the 1933 Act or otherwise, insofar securities as such losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact shall be required to be stated therein or necessary to make effect the statements therein, in light registration of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by such holder specifically for use in the preparation thereoftheir shares. (ec) For the purposes of Parent shall pay all expenses incurred by Parent in complying with this Section 6.26.7, the term "Registrable Securities" including, without limitation, all registration and filing fees, printing expenses, fee and disbursements of counsel for Parent, accounting fees and any blue sky filing fees. Parent shall mean (i) the Payment Shares and (ii) not pay for any Purchaser underwriting discounts or selling commissions applicable to any resales of Parent Common Stock or other securities of made by the Purchaser issued or issuable with respect to such Payment Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or a sale of all or substantially all of Purchaser's assets.former Company Shareholders

Registration Statement on Form S-3. (a) As soon as reasonably practicable after the Closing, but in any event on or before December 31, 2000, the Purchaser shall The Acquiror will file with the SEC a Registration Statement on Form S-3, any successor short-form registration statement promulgated by the SEC, or any other appropriate form of registration statement ("“Registration Statement"”) on Form S-3 (so long as the Acquiror is then eligible to register use such form) with respect to the resale by the Founding Stockholders of the "Registrable Securities" under shares of Initial Stock Consideration within thirty (30) days following the 1933 Act Closing Date and within thirty (as defined in Paragraph (e30) below). After days of the Registration Statement is filedpayment of any Earn-Out Stock Consideration with respect thereto, the Purchaser shall and will use its best efforts to (i) have the cause such Registration Statement declared effective by the SEC, (ii) thereafter prepare and file, as the Purchaser shall determine may be required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the prospectus contained in the Registration Statement or a post-effective amendment or amendments to the Registration Statement and, with respect to any post-effective amendment, cause such post-effective amendment to be declared effective by the SEC, SEC as soon as practicable thereafter and (iiiii) maintain the effectiveness keep such registration statement effective for a period of the Registration Statement until the earlier of (A) the date up to two (2) years following the effectiveness of such registration statement or, if earlier, until the distribution contemplated in the registration statement has been completed. The Acquiror shall pay the legal fees for its own counsel, and the documented and reasonable fees and expenses of one counsel for the Selling Stockholders not to exceed (i) $35,000 in the aggregate in connection with the initial Registration Statement and (ii) $10,000 in the aggregate in connection with each subsequent Registration Statement, as well as the filing fees associated with such Registration Statement, but the holders of Target Capital Stock (as used in this Section 5.14, each a “Selling Stockholder” and together, the “Selling Stockholders”) shall pay any underwriting discounts or commissions associated with sales of shares pursuant to the registration statement. The Acquiror’s obligations to include any particular Selling Stockholder in such Registration Statement pursuant to this Section 5.14 shall be conditioned upon receipt from such Selling Stockholder of such information concerning such Selling Stockholder as is required to be set forth in the date Registration Statement under the Securities Act and applicable rules and regulations thereunder. The Acquiror may by written notice to the Selling Stockholders, require that the Selling Stockholders immediately cease the sale of effectiveness shares pursuant to such Registration Statement if the Acquiror’s Board of Directors determines in good faith that, due to pending material corporate developments, it is in the best interests of the stockholders of the Acquiror to suspend the use of the Registration Statement, or (B) the sale of all of the Registrable Securities pursuant to the Registration Statement. The Purchaser further agrees that it will (1) furnish to the Founding Stockholders such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request in order to facilitate the public offering of the Registrable Securities, (2) use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws Upon receipt of such jurisdictions as notice, the requesting Founding Stockholder may reasonably request in writing within twenty (20) days following the original filing of the Registration Statement, except that the Purchaser Selling Stockholders shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (3) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (4) notify the Founding Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (5) prepare and file with the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaser, is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, (6) prepare and promptly file with the SEC and promptly notify the Founding Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the 1933 Act, any event shall have occurred as the result of which any such prospectus or any other prospectus or prospectus supplement as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and (7) advise the Founding Stockholders, promptly after Purchaser shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser necessary to effectuate the preparation and filing of the Registration Statement and agrees to provide the Purchaser with all information required in connection therewith in a timely manner and to comply with the procedures specified in Section 6.2(b) below. (b) Prior to immediately discontinue any sales of Registrable Securities under the Registration Statement by a Founding Stockholder, the Founding Stockholder contemplating the sales will provide Purchaser with written notice of such intention, addressed to Purchaser's Chief Financial Officer (a "Sale Notice"). Purchaser will notify such Founding Stockholder within two (2) business days following receipt of the Sale Notice as to whether sales until advised in writing by the Founding Stockholder may be made or will be limited as provided below. Upon notice from Purchaser permitting sales by the Founding Stockholder, for a period beginning on the date of receipt by the Founding Stockholder of Acquiror that such notice and ending 45 days thereafter (the "Window Period"), the Founding Stockholder may offer and sell Registrable Securities from time to time pursuant to the Registration Statement. Anything in this Agreement to the contrary notwithstanding, the ability of a Founding Stockholder to sell Registrable Securities pursuant to the Registration Statement and this Agreement shall may again be suspended in the event that, upon receiving a Sale Notice or during any Window Period, Purchaser's Chief Financial Officer certifies to the Founding used. The Selling Stockholders that, in the good faith judgment of such officer (upon consultation to the extent practicable with the Board of Directors of Purchaser), (x) the sale would interfere in any material respect with any financing, acquisition, corporate reorganization or other similar material transaction under consideration by Purchaser, or (y) there is some other material development relating to the condition (financial or otherwise) of Purchaser that has not been generally publicly disclosed and as to which Purchaser deems advisable upon the advice of counsel at the time of the Sale Notice not to publicly disclose; provided, however, that upon any such event specified in (x) or (y) above, Purchaser may not suspend sales by Founding Stockholders under the Registration Statement for a period of more than sixty (60) days from the date of such certification by Purchaser's Chief Financial Officer. If, upon receipt of the Sale Notice, Purchaser has reasonably determined that it is necessary to file and cause to be declared effective a post-effective amendment to the Registration Statement or file a new or amended prospectus supplement or to otherwise cause disclosure to be made under the 1934 Act and incorporated by reference into the Registration Statementseverally, and Purchaser determines not to rely on the preceding sentence in order to delay the making of such disclosure, Purchaser will take such action within seven (7) business days following receipt of the applicable Sale Notice. (c) In connection with the registration of the resale of the Registrable Securities, Purchaser shall bear the following fees, costs and expenses: all registration, filing, National Association of Securities Dealers, Inc. and New York Stock Exchange or other exchange listing fees, printing expenses, fees and disbursements of counsel and accountants for Purchaser, all internal Purchaser expenses of the Purchaser and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the resale of the Registrable Securities are to be registered or qualified. Fees and disbursements of counsel and accountants for the Founding Stockholders, any underwriting discounts and commissions and transfer taxes relating to the resale of the Registrable Securities included in the offering, and any other expenses incurred by the Founding Stockholders not expressly included abovejointly, shall be borne by the Founding Stockholders. (d) With respect to such registration: (i) Subject to compliance by a holder of Registrable Securities with Section 6.2(b), Purchaser will indemnify and hold harmless the Acquiror, each holder of Registrable Securities which are included in its directors, each of its officers who sign the Registration Statement, and any underwriter (as defined in the 1933 ▇▇▇) ▇▇r such holder Statement and each person, if any, who controls such holder or such underwriter the Acquiror within the meaning of the 1933 Securities Act, from and against, and will reimburse such holder and each such underwriter and controlling person with respect to, against any and all loss, damage, liability, cost and expense Damages (as hereinafter defined) to which such holder or any such underwriter or controlling person may indemnified persons become subject under the 1933 Securities Act or otherwise, the Exchange Act or any other federal or state statutory law or regulation insofar as such losses, damages, liabilities, costs Damages arise out of or expenses are caused by based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Statement or the prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances in which they were made, not misleading; provided, however, that Purchaser will not be liable in any such each case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so was made in reliance upon and in conformity with the written information furnished to the Acquiror by or on behalf of such holder, Selling Stockholder for the express purpose of inclusion in such underwriter or such controlling person in writing specifically for use in the preparation thereof. (ii) Each holder of Registrable Securities which are included in the Registration Statement will indemnify and hold harmless Purchaser, its directors and officers, and any controlling person thereof and any underwriter from and against, and will reimburse Purchaser, its directors and officers, and any such controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which Purchaser or any controlling person and any underwriter may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto. In addition to the foregoing, the Acquiror shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement; (b) furnish to the Selling Stockholders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Stock Consideration owned by them; (c) use all commercially reasonable efforts to register and qualify the securities covered by such Registration Statement under such other securities or arise out Blue Sky laws of such jurisdictions as shall be reasonably requested by the Selling Stockholders, provided that the Acquiror shall not be required in connection therewith or are based upon as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; (d) notify each Selling Stockholder at any time when a prospectus relating thereto is required to be delivered under the omission Securities Act of the happening of any event 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 the alleged omission omits to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances in then existing; (e) cause all such Stock Consideration registered pursuant to this Section 5.14 to be listed on a national exchange or trading system and on each securities exchange and trading system on which they were made, not misleadingsimilar securities issued by the Acquiror are then listed; and (f) provide a transfer agent and registrar for all Stock Consideration registered pursuant to this Agreement and a CUSIP number for all such Stock Consideration, in each case to not later than the extent, but only to the extent, that effective date of such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by such holder specifically for use in the preparation thereofregistration. (e) For the purposes of this Section 6.2, the term "Registrable Securities" shall mean (i) the Payment Shares and (ii) any Purchaser Common Stock or other securities of the Purchaser issued or issuable with respect to such Payment Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or a sale of all or substantially all of Purchaser's assets.

Registration Statement on Form S-3. (a) As Subject to Section 8.6(c), below, as soon as reasonably practicable after the Closing, but in any event on or before December 31, 2000, the Purchaser BVI shall file with the SEC a Registration Statement on Form S-3, S-3 (or any successor short-form registration statement promulgated adopted by the SEC, or any other appropriate form of registration statement ) (the "Registration Statement") to register the resale by the Founding Stockholders of the "Registrable Securities" Securities under the 1933 Act (as defined in Paragraph (e) below)Act. After the Registration Statement is filed, the Purchaser BVI shall use its best commercially reasonable efforts to (i) have the Registration Statement declared effective by the SEC, (ii) thereafter prepare SEC and file, as the Purchaser shall determine may be required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the prospectus contained in the Registration Statement or a post-effective amendment or amendments to the Registration Statement and, with respect to any post-effective amendment, cause such post-effective amendment to be declared effective by the SEC, and (iii) maintain the effectiveness of the Registration Statement until the earlier of (A) the date two (2) years from the first anniversary date of effectiveness of the Registration StatementClosing Date. In connection with such registration, or BVI will additionally: (Bi) Prepare and file with the sale of all of the Registrable Securities pursuant SEC such amendments to the Registration Statement. The Purchaser further agrees that it will Statement and supplements to the prospectus contained therein as may be necessary to keep the Registration Statement effective for the period specified above; (1ii) Subject to the procedure set forth in Section 8.6(b), below, furnish to the Founding Stockholders such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplementprospectus, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request requested in order to facilitate the public offering resale of the Registrable Securities, ; (2iii) use its best Use commercially reasonable efforts to register or qualify the Registrable Securities securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder Stockholders may reasonably request in writing within twenty (20) days following the original filing of the Registration Statement, except that the Purchaser BVI shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, ; (3iv) notify Notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, ; (4v) notify Notify the Founding Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or any prospectus or prospectus supplement or for additional information, ;; and (5vi) prepare and file with Advise the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaser, is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, (6) prepare and promptly file with the SEC and promptly notify the Founding Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the 1933 Act, any event shall have occurred as the result of which any such prospectus or any other prospectus or prospectus supplement as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and (7) advise the Founding Stockholders, promptly after Purchaser it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser BVI necessary to effectuate the preparation and filing of the Registration Statement Statement, and agrees to provide the Purchaser BVI with all information required in connection therewith in a timely manner and to comply with the procedures specified in Section 6.2(b) belowmanner. (b) Prior to any sales of Registrable Securities under the Registration Statement by a Founding Stockholder, the Founding Stockholder contemplating the sales will provide Purchaser BVI with written notice of such intention, addressed to PurchaserBVI's Chief Financial Officer (a "Sale Notice"). Purchaser BVI will notify such Founding Stockholder within two five (25) business days following receipt of the Sale Notice as to whether sales by the Founding Stockholder may be made or will be limited as provided below. Upon notice from Purchaser BVI permitting sales by the Founding Stockholder, for a period beginning on the date of receipt by the Founding Stockholder of such notice and ending 45 days thereafter (the "Window Period"), the Founding Stockholder may offer and sell Registrable Securities from time to time pursuant to the Registration Statement. Anything in this Agreement to the contrary notwithstanding, the ability of a Founding Stockholder to sell Registrable Securities pursuant to the Registration Statement and this Agreement shall be suspended in the event that, upon receiving a Sale Notice or during any Window Period, PurchaserBVI's Chief Financial Officer certifies to notifies the Founding Stockholders Stockholder that, in the good faith judgment of such officer : (upon consultation to the extent practicable with the Board of Directors of Purchaser), (xi) the sale would interfere in any material respect with any financing, acquisition, corporate reorganization or other similar material transaction under consideration by Purchaser, or (y) there is some other material development relating to the condition (financial or otherwise) of Purchaser that has not been generally publicly disclosed and as to which Purchaser deems advisable upon the advice of counsel at the time of the Sale Notice not to publicly disclose; provided, however, that upon any such event specified in (x) or (y) above, Purchaser may not suspend sales by Founding Stockholders under the Registration Statement for a period of more than sixty (60) days from the date of such certification by Purchaser's Chief Financial Officer. If, upon receipt of the Sale Notice, Purchaser BVI has reasonably determined that it is necessary to file and cause to be declared effective a post-effective amendment to the Registration Statement or file a new or amended prospectus supplement or to otherwise cause disclosure to be made under the 1934 Exchange Act and incorporated by reference into the Registration Statement, and Purchaser determines not to rely on in which case BVI may give the preceding sentence in order to delay the making Stockholder notice of such fact, and the requested Window Period will not begin until such disclosure has been filed or post-effective amendment has been declared effective by the SEC, as the case may be; or (ii) that (A) the sale would interfere in any material respect with any financing, acquisition, corporate reorganization or other similar material transaction pending or under consideration by BVI, or (B) there is some other material development relating to the condition (financial or otherwise) of BVI that has not been generally publicly disclosed and that, under such circumstances for overriding business reasons, disclosure would be inadvisable; provided, however, that (1) BVI shall promptly notify the Stockholder submitting the Sale Notice following any subsequent disclosure of such development, and (2) once BVI has determined that public disclosure of such development is appropriate, it shall proceed with diligence and all practicable speed to make such disclosure, Purchaser will take such action within seven (7) business days following receipt of the applicable Sale Notice. (c) If at any time following the date of this Agreement, BVI shall be ineligible to register its securities on Form S-3, then (i) BVI shall not be obligated to effect any registration of the Registrable Securities under Section 8.6(a) until such time as BVI becomes eligible to use Form S-3 (provided, however, that if at the time such eligibility is restored all of the Registrable Securities held by a Stockholder are then eligible for sale during any given three (3) month period under Rule 144 under the Securities Act, BVI will have no further registration obligation under Section 8.6(a) with respect to such Stockholder's Registrable Securities); and (ii) if the Registration Statement has become effective under the 1933 Act, BVI may file an amendment to the Registration Statement deregistering any Registrable Securities remaining unsold at the time that BVI became ineligible to use Form S-3. BVI will provide prompt notice to the Stockholders of any ineligibility to use Form S-3 and of any deregistration of the Registrable Securities under this Section. (d) In connection with the registration of the resale of the Registrable Securities, Purchaser BVI shall bear the following fees, costs and expenses: all registration, filing, filing NASD and Nasdaq National Association of Securities Dealers, Inc. and New York Stock Exchange Market or other exchange listing fees, printing expenses, fees and disbursements of counsel and accountants for PurchaserBVI, all internal Purchaser BVI expenses of the Purchaser and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the resale of the Registrable Securities are to be registered or qualified. Fees and disbursements of counsel and accountants for the Founding Stockholders, any underwriting discounts and commissions and transfer taxes relating to the resale of the Registrable Securities included in the offering, and any other expenses incurred by the Founding Stockholders not expressly included above, shall be borne by the Founding Stockholders. (d) With respect to such registration: (i) Subject to compliance by a holder of Registrable Securities with Section 6.2(b), Purchaser will indemnify and hold harmless each holder of Registrable Securities which are included in the Registration Statement, and any underwriter (as defined in the 1933 ▇▇▇) ▇▇r such holder and each person, if any, who controls such holder or such underwriter within the meaning of the 1933 Act, from and against, and will reimburse such holder and each such underwriter and controlling person with respect to, any and all loss, damage, liability, cost and expense to which such holder or any such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that Purchaser will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such holder, such underwriter or such controlling person in writing specifically for use in the preparation thereof. (ii) Each holder of Registrable Securities which are included in the Registration Statement will indemnify and hold harmless Purchaser, its directors and officers, and any controlling person thereof and any underwriter from and against, and will reimburse Purchaser, its directors and officers, and any such controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which Purchaser or any controlling person and any underwriter may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by such holder specifically for use in the preparation thereof. (e) For the purposes of this Section 6.28.6, the term "Registrable Securities" shall mean (i) the Payment Shares Restricted Shares, and (ii) any Purchaser BVI Common Stock or other securities of the Purchaser issued or issuable with respect to such Payment Restricted Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or a sale of all or substantially all of Purchaser's assetsreorganization.

Registration Statement on Form S-3. (a) As soon as reasonably practicable after the Closing, but in any event on or before December 31, 2000, the Purchaser shall The Acquiror will use its commercially reasonable efforts to file with the SEC a Registration Statement on Form S-3, any successor short-form registration statement promulgated by S-3 (so long as the SEC, or any other appropriate form of registration statement ("Registration Statement"Acquiror is then eligible to use such form) with respect to register the resale by the Founding Stockholders of the "Registrable Securities" under shares of Stock Consideration within 10 days following the 1933 Act (filing of the Acquiror’s Item 2.01 8-K/A with respect to the Purchase that contains all financial statements required to be filed as defined in Paragraph (e) below). After the Registration Statement is filedexhibits thereto, the Purchaser shall and will use its best commercially reasonable efforts to (i) have the cause such Registration Statement declared effective by the SEC, (ii) thereafter prepare and file, as the Purchaser shall determine may be required under the 1933 Act and the rules and regulations thereunder, a prospectus supplement or supplements to the prospectus contained in the Registration Statement or a post-effective amendment or amendments to the Registration Statement and, with respect to any post-effective amendment, cause such post-effective amendment to be declared effective by the SEC, SEC as soon as practicable thereafter and (iiiii) maintain keep such registration statement effective for a period of up to one hundred eighty (180) days following the effectiveness termination of the Escrow Fund pursuant to Section Nine or, if earlier, until the distribution contemplated in the registration statement has been completed. The Acquiror shall pay the legal fees for its own counsel, as well as the filing fees associated with such registration statement but the Selling Stockholders shall pay their own legal fees as well as any underwriting discounts or commissions associated with sales of shares pursuant to the registration statement. The Acquiror’s obligations pursuant to this Section 6.17 shall be conditioned upon receipt from each Selling Stockholder of such information concerning such Selling Stockholder as is required to be set forth in the Registration Statement under the Securities Act and applicable rules and regulations thereunder. The Acquiror may by written notice to the Selling Stockholders, require that the Selling Stockholders immediately cease the sale of shares pursuant to such Registration Statement if the Acquiror’s Board of Directors determines in good faith that, due to pending material corporate developments, it is in the best interests of the stockholders of the Acquiror to suspend the use of the Registration Statement. Upon receipt of such notice, the Selling Stockholders shall immediately discontinue any sales under the Registration Statement until advised in writing by the earlier of (A) the date two (2) years from the date of effectiveness of the Acquiror that such Registration Statement, or (B) the sale of all of the Registrable Securities pursuant to the Registration StatementStatement may again be used. The Purchaser further agrees that it will (1) furnish to the Founding Selling Stockholders such reasonable number of copies of the Registration Statement, preliminary prospectus and prospectus supplement, final prospectus and prospectus supplement and such other documents as such Founding Stockholders may reasonably request in order to facilitate the public offering of the Registrable Securities, (2) use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under such state securities or blue sky laws of such jurisdictions as the requesting Founding Stockholder may reasonably request in writing within twenty (20) days following the original filing of the Registration Statement, except that the Purchaser shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (3) notify the Founding Stockholders, promptly after it shall receive notice thereof, of the time when the Registration Statement has become effective or a supplement to any prospectus forming a part of the Registration Statement has been filed, (4) notify the Founding Stockholders promptly of any request by the SEC for the amending or supplementing of the Registration Statement or prospectus or prospectus supplement or for additional information, (5) prepare and file with the SEC, promptly upon the request of any Founding Stockholder, any amendments or supplements to the Registration Statement or prospectus or prospectus supplement which, in the opinion of counsel for Purchaser, is required under the 1933 Act or the rules and regulations thereunder in connection with the distribution and resale of the Registrable Securities by such Founding Stockholder, (6) prepare and promptly file with the SEC and promptly notify the Founding Stockholders of the filing of such amendment or supplement to the Registration Statement or prospectus or prospectus supplement as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the 1933 Act, any event shall have occurred as the result of which any such prospectus or any other prospectus or prospectus supplement as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleadingseverally, and (7) advise the Founding Stockholders, promptly after Purchaser shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. Each Founding Stockholder hereby agrees to cooperate with all reasonable requests by Purchaser necessary to effectuate the preparation and filing of the Registration Statement and agrees to provide the Purchaser with all information required in connection therewith in a timely manner and to comply with the procedures specified in Section 6.2(b) below. (b) Prior to any sales of Registrable Securities under the Registration Statement by a Founding Stockholder, the Founding Stockholder contemplating the sales will provide Purchaser with written notice of such intention, addressed to Purchaser's Chief Financial Officer (a "Sale Notice"). Purchaser will notify such Founding Stockholder within two (2) business days following receipt of the Sale Notice as to whether sales by the Founding Stockholder may be made or will be limited as provided below. Upon notice from Purchaser permitting sales by the Founding Stockholder, for a period beginning on the date of receipt by the Founding Stockholder of such notice and ending 45 days thereafter (the "Window Period"), the Founding Stockholder may offer and sell Registrable Securities from time to time pursuant to the Registration Statement. Anything in this Agreement to the contrary notwithstanding, the ability of a Founding Stockholder to sell Registrable Securities pursuant to the Registration Statement and this Agreement shall be suspended in the event that, upon receiving a Sale Notice or during any Window Period, Purchaser's Chief Financial Officer certifies to the Founding Stockholders that, in the good faith judgment of such officer (upon consultation to the extent practicable with the Board of Directors of Purchaser), (x) the sale would interfere in any material respect with any financing, acquisition, corporate reorganization or other similar material transaction under consideration by Purchaser, or (y) there is some other material development relating to the condition (financial or otherwise) of Purchaser that has not been generally publicly disclosed and as to which Purchaser deems advisable upon the advice of counsel at the time of the Sale Notice not to publicly disclose; provided, however, that upon any such event specified in (x) or (y) above, Purchaser may not suspend sales by Founding Stockholders under the Registration Statement for a period of more than sixty (60) days from the date of such certification by Purchaser's Chief Financial Officer. If, upon receipt of the Sale Notice, Purchaser has reasonably determined that it is necessary to file and cause to be declared effective a post-effective amendment to the Registration Statement or file a new or amended prospectus supplement or to otherwise cause disclosure to be made under the 1934 Act and incorporated by reference into the Registration Statement, and Purchaser determines not to rely on the preceding sentence in order to delay the making of such disclosure, Purchaser will take such action within seven (7) business days following receipt of the applicable Sale Notice. (c) In connection with the registration of the resale of the Registrable Securities, Purchaser shall bear the following fees, costs and expenses: all registration, filing, National Association of Securities Dealers, Inc. and New York Stock Exchange or other exchange listing fees, printing expenses, fees and disbursements of counsel and accountants for Purchaser, all internal Purchaser expenses of the Purchaser and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the resale of the Registrable Securities are to be registered or qualified. Fees and disbursements of counsel and accountants for the Founding Stockholders, any underwriting discounts and commissions and transfer taxes relating to the resale of the Registrable Securities included in the offering, and any other expenses incurred by the Founding Stockholders not expressly included abovejointly, shall be borne by the Founding Stockholders. (d) With respect to such registration: (i) Subject to compliance by a holder of Registrable Securities with Section 6.2(b), Purchaser will indemnify and hold harmless the Acquiror, each holder of Registrable Securities which are included in its directors, each of its officers who sign the Registration Statement, and any underwriter (as defined in the 1933 ▇▇▇) ▇▇r such holder Statement and each person, if any, who controls such holder or such underwriter the Acquiror within the meaning of the 1933 Securities Act, from and against, and will reimburse such holder and each such underwriter and controlling person with respect to, against any and all loss, damage, liability, cost and expense Damages (as hereinafter defined) to which such holder or any such underwriter or controlling person may indemnified persons become subject under the 1933 Securities Act or otherwise, the Exchange Act or any other federal or state statutory law or regulation insofar as such losses, damages, liabilities, costs Damages arise out of or expenses are caused by based upon (i) any failure on the part of the Selling Stockholder to comply with the covenants or agreements herein or (ii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Statement or the prospectus or prospectus supplement contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances in which they were made, not misleading; provided, however, that Purchaser will not be liable in any such each case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so was made in reliance upon and in conformity with the written information furnished to the Acquiror by or on behalf of such holder, Selling Stockholder for the express purpose of inclusion in such underwriter or such controlling person in writing specifically for use in the preparation thereof. (ii) Each holder of Registrable Securities which are included in the Registration Statement will indemnify and hold harmless Purchaser, its directors and officers, and any controlling person thereof and any underwriter from and against, and will reimburse Purchaser, its directors and officers, and any such controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which Purchaser or any controlling person and any underwriter may become subject under the 1933 Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact contained in the Registration Statement, any prospectus or prospectus supplement contained therein or any amendment or supplement thereto. In addition to the foregoing, the Acquiror shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement; (b) furnish to the Selling Stockholders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Stock Consideration owned by them; (c) use all commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or arise out Blue Sky laws of such jurisdictions as shall be reasonably requested by the Selling Stockholders, provided that the Acquiror shall not be required in connection therewith or are based upon as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; (d) notify each Selling Stockholder at any time when a prospectus relating thereto is required to be delivered under the omission Securities Act of the happening of any event 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 the alleged omission omits to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in the light of the circumstances in then existing; (e) cause all such Stock Consideration registered pursuant to this Section 6.17 to be listed on a national exchange or trading system and on each securities exchange and trading system on which they were made, not misleadingsimilar securities issued by the Acquiror are then listed; and (f) provide a transfer agent and registrar for all Stock Consideration registered pursuant to this Agreement and a CUSIP number for all such Stock Consideration, in each case to not later than the extent, but only to the extent, that effective date of such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by such holder specifically for use in the preparation thereofregistration. (e) For the purposes of this Section 6.2, the term "Registrable Securities" shall mean (i) the Payment Shares and (ii) any Purchaser Common Stock or other securities of the Purchaser issued or issuable with respect to such Payment Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or a sale of all or substantially all of Purchaser's assets.