Common use of Shelf Registration Clause in Contracts

Shelf Registration. (a) The Company shall: (i) as soon as practicable, but not later than 90 days after the date hereof (the "Resale Shelf Filing Deadline"), cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

Shelf Registration. (a) The Company shall: (i) as soon as practicable, but not later than shall within 90 days after of the date hereof (of original issuance of the "Resale Shelf Filing Deadline")Notes, cause to be filed a shelf registration statement pursuant to Rule 415 under file with the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement Commission and thereafter shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by under the Commission Act on or before 150 prior to 180 days (plus any additional days allowed as a result of a Supplemental Delay Period) after the date hereof; of original issuance of the Notes, a Shelf Registration Statement relating to the offer and (iii) sale of the Transfer Restricted Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement. The Company shall use its reasonable best efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date of original issuance of the Notes or such shorter period that will terminate when (i) all the Transfer Restricted Securities covered by the provisions of Section 4(b) hereof Shelf Registration Statement have been sold pursuant to the extent necessary Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to ensure that it is available for resales the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities entitled covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, (ii) such action is taken by the benefit Company in good faith and for valid business reasons (not including avoidance of this Agreementthe Company’s obligations hereunder), and to ensure that it conforms including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i4(h) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and if applicable or (iii) use its best efforts such action is taken because of any fact or circumstance giving rise to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereofSupplemental Delay Period. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

Shelf Registration. The Company shall take the following actions: (a) The Company shall: , at its cost, prepare and, as promptly as practicable (i) as soon as practicable, but not later in no event more than 90 days after so required or requested pursuant to this Section 1) file with the date hereof Securities and Exchange Commission (the "Resale Shelf Filing DeadlineCommission"), ) and thereafter shall use its commercially reasonable best efforts to cause to be filed declared effective as soon as practicable a shelf registration statement pursuant on Form S-3 (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Resale Securities Act") (hereinafter, the "Shelf Registration StatementRegistration"); PROVIDED, which Resale HOWEVER, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause unless such Resale Shelf Registration Statement Holder agrees in writing to be declared effective bound by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by all the provisions of Section 4(b) hereof this Agreement applicable to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted SecuritiesHolder. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) shall use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its commercially reasonable best efforts to keep such Conversion the Shelf Registration Statement continuously effective until in order to permit the earlier prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (Aor for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such time as shorter period that will terminate when all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, Securities covered by the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, have been sold pursuant thereto or (ii) use may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its commercially reasonable best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration StatementStatement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, as unless such action is (i) required by applicable law or (ii) taken by the applicable provisions Company in good faith and for valid business reasons upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 4(b) hereof2(h). (c) No Holder Notwithstanding any other provisions of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale this Agreement to the contrary, the Company shall cause the Shelf Registration Statement pursuant and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to this Agreement unless comply in all material respects with the applicable requirements of the Securities Act and until such Holder furnishes the rules and regulations of the Commission and (ii) not to the Company in writing, within 10 Business Days after receipt contain any untrue statement of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement material fact or Prospectus or preliminary Prospectus included therein and in any application omit to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information a material fact required to be disclosed in order stated therein or necessary to make the information previously furnished to statements therein, in light of the Company by such Holder circumstances under which they were made, not materially misleading.

Shelf Registration. If the Company shall receive from the holders in the aggregate of not less than twenty-five percent (25%) of the Registrable Securities (collectively, an "Initiating Holder"), at any time later than nine months after the Effective Date, a written request that the Company effect a registration of the Registrable Securities (a "Registration Requirement"), the Company will: (a) The Within thirty (30) days of receipt of a Registration Request, the Company shall: (i) as soon as practicable, but not later than 90 days after the date hereof (the shall file a "Resale Shelf Filing Deadline"), cause to be filed a shelf shelf" registration statement on Form S-3, or other applicable form that is mutually satisfactory, pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration") with respect to that portion of the Registrable Securities (which may be all but shall not be less than 25% of the Registrable Securities) included in the Registration StatementRequest. The Company agrees that the provisions of this Section 3.1(a) create a ")demand" registration right for the Holders with respect to the Registrable Securities. The Company shall, which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant subject to Section 2(c3.1(e) hereof; (ii) , use its reasonable best efforts to cause such Resale the Shelf Registration Statement to be declared become effective by the Commission on or before 150 days as soon as practicable after the date hereof; filing thereof and (iii) shall use its reasonable best efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by effective from the provisions of Section 4(b) hereof date such Shelf Registration is effective until the date on which all Registrable Securities may be sold pursuant to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted SecuritiesRule 144(k). (b) The Subject to Section 3.2(f) hereof, the Company shall: (i) cause to be filed a registration statement (shall supplement or amend the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing DateRegistration, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) as required by the registration form utilized by the Company or by the instructions applicable to such time as all Notes have been converted into Conversion Shares registration form or redeemed by the Securities Act or the rules and regulations promulgated thereunder, and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare to include in such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary any additional unregistered securities that become Registrable Securities by operation of the Closing Datedefinition thereof, (ii) use its best efforts to cause unless such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration securities are otherwise registered under the Securities Act or may be sold pursuant to an exemption therefrom or (C) if and (B) to the extent reasonably requested by the Holders of the Registrable Securities, provided however, that such time as all Conversion Shares covered by request and any required supplement or amendment shall relate only to material information about such registration statement have been resold pursuant theretoHolder and included in or omitted from such Shelf Registration. The Company further agrees shall furnish to supplement and amend the Conversion Holders of the Registrable Securities to which the Shelf Registration Statement, as required by relates copies of any such supplement or amendment no less than five business days in advance of its use and/or filing with the applicable provisions Commission to allow the Holders to comment thereon. The failure of Section 4(b) hereofthe Holders to provide written comments under such period shall be deemed agreement with such supplement or amendment. (c) No Holder of Transfer Restricted Securities The Shelf Registration may include any other Securities of its Transfer Restricted the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingregistration ("Other Stockholders").

Shelf Registration. (a) The Upon the request of Sponsor Stockholder from time to time, the Company shall: shall use reasonable best efforts to (as promptly as reasonably practicable and, in any event, within (i) as soon as practicable45 days in the case of a Registration Statement on Form S-3 or (ii) 60 days in the case of a Registration Statement on Form S-1) file, but not later than 90 days after following the date hereof Lock-up Release Date, a Shelf Registration Statement (which shall be on Form S-3 if the "Resale Shelf Filing Deadline"), cause Company is then S-3 Eligible) permitting the resale from time to be filed time on a shelf registration statement delayed or continuous basis pursuant to Rule 415 under of the Securities Act (by Sponsor Stockholder of the "Resale Shelf Registration Statement")Registrable Securities, which Resale Shelf shall be filed as an automatically effective Registration Statement shall provide if the Company is then eligible for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) such filing, and use its reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective (promptly and, in any event, no later than 60 days after such filing) and thereafter keep it effective (including by renewing or refiling upon expiration) until the expiration of the Shelf Period (as defined below). Thereafter, the Company shall, as promptly as reasonably practicable following the written request of Sponsor Stockholder for a resale of Registrable Securities (a “Takedown Request”), but no earlier than the Lock-up Release Date, file a prospectus supplement or an amendment (a “Takedown Prospectus Supplement”) to such Shelf Registration Statement filed under Rule 424 promulgated under the Securities Act as may be necessary to enable resales of the Registrable Securities pursuant to Sponsor Stockholder’s intended method of distribution thereof, and to the extent such Takedown Prospectus Supplement is not automatically effective upon filing, shall, subject to the terms of this Article VI, use its reasonable best efforts to cause such Takedown Prospectus Supplement to be declared effective under the Securities Act promptly after the filing thereof and, if required, to qualify under the “blue sky” laws of such jurisdictions as Sponsor Stockholder or any underwriter reasonably requests. Each Takedown Request shall specify the Registrable Securities to be Registered, their aggregate amount, and the intended method or methods of distribution thereof. Sponsor Stockholder agrees to provide the Company with such information in connection with any Shelf Registration Statement or Takedown Request as may be reasonably requested by the date Company to ensure that is one year after any Shelf Registration Statement or Takedown Prospectus Supplement complies with the Closing Date requirements of the Securities Act. (b) Following the "First Conversion Lock-up Release Date") and (iii) , the Company shall use its reasonable best efforts to keep such Conversion any Shelf Registration Statement filed pursuant to Section 6.01(a) continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Sponsor Stockholder to effect an offering of all or a portion of its Registrable Securities (such offering, a “Shelf Take-Down”) until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale date as of Conversion Shares before the one year anniversary of the Closing Date, which there are no longer any Registrable Securities and (ii) use its best efforts to cause such registration statement to become effective by shorter period as Sponsor Stockholder may agree in writing (such period of effectiveness, the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion “Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereofPeriod”). (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

Shelf Registration. (a) The Company Issuer shall: : (i) as soon as practicable, but not later than 90 days after the date hereof (the "Resale Shelf Filing Deadline"), cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(c2(b) hereof; ; (ii) use its reasonable best efforts to cause such Resale the Shelf Registration Statement to be declared effective by the Commission on or before 150 as promptly as practicable, but in no event later than 180 days after the date hereofhereof (the "Effectiveness Target Date"); and and (iii) use its reasonable best efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, Agreement and to ensure that it (B) conforms with the requirements of this Agreement, Agreement and the Securities Act and the policies, rules and regulations of the Commission promulgated thereunder as announced from time to time, until, subject to time for a period (the provisions "Effectiveness Period") of: (1) two years following the last date of Section 4(b)(ioriginal issuance of Debentures; or (2) hereof, such time as no Notes remain shorter period that will terminate when (x) all of the Holders of Transfer Restricted SecuritiesSecurities are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto, (y) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (z) all Transfer Restricted Securities registered under the Shelf Registration Statement have been sold. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale the Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company Issuer in writing, within 10 prior to or on the 20th Business Days after receipt of a request therefortherefor (the "Questionnaire Deadline"), such information as the Company Issuer may reasonably request for use in connection with such Resale the Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. In connection with all such requests for information from Holders of Transfer Restricted Securities, the Issuer shall notify such Holders of the requirements set forth in the preceding sentence. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested informationinformation prior to or on the Questionnaire Deadline. Each Holder as to which any Resale the Shelf Registration Statement is being effected agrees to furnish promptly to the Company Issuer all information required to be disclosed in order to make the information previously furnished to the Company Issuer by such Holder not materially misleading.

Shelf Registration. (a) The Company shall: : (i) as soon promptly as practicable, practicable (but not later in no event more than 90 days after the date hereof Closing Date) (the "Resale “Shelf Filing Deadline"”), cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the Commission (the "Resale “Shelf Registration Statement"”), which Resale Shelf Registration Statement shall provide for resales the registration and resales, on a continuous or delayed basis, of all Transfer Restricted Securities Securities, held by Holders that have provided the information required pursuant to the terms of Section 2(c2(b) hereof; ; (ii) use its best commercially reasonable efforts to cause such Resale the Shelf Registration Statement to be declared effective under the Securities Act by the Commission on or before 150 not later than 210 days after the date hereofClosing Date (the “Effectiveness Target Date”); and and (iii) use its best commercially reasonable efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act and by the provisions of Section 4(b5(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled by the Holders thereof entitled, subject to Section 2(b), to the benefit of this Agreement, Agreement and to ensure that it (B) conforms with the requirements of this Agreement, Agreement and the Securities Act and the policies, rules and regulations of the Commission promulgated thereunder as announced from time to time, until, subject for a period (the “Effectiveness Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the earliest of: (1) the sale of all of the Transfer Restricted Securities pursuant to the provisions of Section 4(b)(iregistration statement or Rule 144 under the Securities Act or any similar provision then in effect; (2) hereof, such time as no Notes remain all of the Transfer Restricted SecuritiesSecurities covered by the Shelf Registration Statement and not held by Affiliates of the Company are, in the opinion of counsel for the Company, eligible for sale pursuant to Rule 144(k) (or any successor or analogous rule) under the Securities Act; or (3) the second anniversary of the issuance of the Shares pursuant to the Purchase Agreement with the Initial Purchaser. The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities not being able to offer and sell such Transfer Restricted Securities at any time during the Effectiveness Period, unless such action is (x) required by applicable law or otherwise undertaken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including, without limitation, the acquisition or divestiture of assets, and (y) permitted by Section 5(b)(ii) hereof. (b) The Company shall: At the time the Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (i10) cause Business Days prior to such time of effectiveness shall be filed named as a registration statement selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the Company’s securityholders (other than the "Conversion Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement". (c) If the Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof or file an additional Shelf Registration Statement covering the issuance all of the Conversion Shares upon conversion securities that as of the Notes prior to date of such filing are Transfer Restricted Securities (a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the one year anniversary of the Closing Date, (ii) Company shall use its best commercially reasonable efforts to cause such Conversion the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchaser or by the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement. (e) The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act, and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading. (f) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(f) and Section 5(b). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least ten (10) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered to it, and in any event upon the later of (x) ten (10) Business Days after such date (but no earlier than ten (10) Business Days after effectiveness) or (y) ten (10) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within ten (10) Business Days of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its best effort to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is one year 45 days after the Closing Date date such post effective amendment is required by this clause to be filed; (ii) provide such Holder copies of the "First Conversion Date"any documents filed pursuant to Section 2(f)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(f)(i); provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) use its best efforts above upon expiration of the Suspension Period in accordance with Section 5(b). Notwithstanding anything contained herein to keep such Conversion Shelf Registration Statement continuously effective until the earlier of contrary, (Ai) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file be under no obligation to name any Holder that is not a registration statement (also, Notice Holder as a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities selling securityholder in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or related Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities (ii) the Amendment Effectiveness Deadline Date shall be entitled extended by up to ten (10) Business Days from the Expiration of a Suspension Period (and the Company shall incur no obligation to pay Liquidated Damages pursuant to Section 3 hereof unless and until during such Holder extension) if such Suspension Period shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to be in effect on the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingAmendment Effectiveness Deadline Date.

Shelf Registration. (a) The Company shall: , at its cost, prepare and, as promptly as practicable (i) as soon as practicable, but not later in no event more than 90 days after the date hereof hereof) file with the Securities and Exchange Commission (the "Resale Shelf Filing DeadlineCOMMISSION"), ) and thereafter use its reasonable best efforts to cause to be filed declared effective as soon as practicable a shelf registration statement pursuant on Form S-3 (the "SHELF REGISTRATION STATEMENT") relating to: (i) the offer and resale of the Warrants; (ii) the issuance by the Company of the Common Stock upon exercise of the Warrants; and (iii) the offer and resale of the Common Stock issued or issuable upon exercise of the Warrants (the "TRANSFER RESTRICTED SECURITIES") from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Resale Shelf Registration StatementSECURITIES ACT") (hereinafter, the "SHELF REGISTRATION"); provided, which Resale however, that no Holder (other than Conexant) shall be entitled to have the Securities held by it covered by the Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided unless the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause such Resale Shelf Registration Statement Holder agrees in writing to be declared effective bound by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by all the provisions of Section 4(b) hereof this Agreement applicable to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted SecuritiesHolder. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) shall use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its reasonable best efforts to keep such Conversion the Shelf Registration Statement continuously effective until in order to permit the earlier prospectus included therein (the "PROSPECTUS") to be lawfully delivered by the Holders of the relevant Securities for a period beginning from the date of its effectiveness and ending on June 27, 2013 (Aor for such longer period if extended pursuant to Section 2(h)) or such time as shorter period that will terminate when all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, Securities covered by the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, have been sold pursuant thereto or (ii) use are no longer restricted securities (as defined in Rule 144(k) under the Securities Act, or any successor rule thereof) and, if Conexant is a Holder, it is not then an affiliate of the Company (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its reasonable best efforts to keep such registration statement continuously the Shelf Registration Statement effective until during the earlier requisite period if it voluntarily takes any action that would result in Holders of (A) the date on which all Notes can be resold by holders thereof without restrictions Securities covered thereby not being able to offer and without registration under sell the Securities Act and during that period, unless such action is (Bi) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by applicable law or (ii) taken by the applicable provisions Company in good faith upon the occurrence of any event contemplated by Section 2(b)(v), and the Company thereafter complies with the requirements of Section 4(b) hereof2(h). (c) No Holder Notwithstanding any other provisions of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale this Agreement to the contrary, the Company shall cause the Shelf Registration Statement pursuant and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to this Agreement unless comply in all material respects with the applicable requirements of the Securities Act and until such Holder furnishes the rules and regulations of the Commission and (ii) not to the Company in writing, within 10 Business Days after receipt contain any untrue statement of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement material fact or Prospectus or preliminary Prospectus included therein and in any application omit to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information a material fact required to be disclosed stated therein or necessary in order to make the information previously furnished to statements therein, in light of the Company by such Holder circumstances under which they were made, not materially misleading.

Shelf Registration. (a) The Company In the event that Parent pays for the Shares being purchased by delivery of shares of Parent Common Stock, Parent shall: (i) as soon as practicable, but not later than 90 days after within three months following the date hereof Closing, file with the Securities and Exchange Commission (the "Resale Shelf Filing DeadlineCOMMISSION"), cause to be filed ) a shelf registration statement pursuant to on an appropriate form under Rule 415 under the Securities Act Act, or any similar rule that may be adopted by the Commission (the a "Resale Shelf Registration StatementSHELF REGISTRATION STATEMENT"), which Resale relating to the resale of the Parent Shares by the Stockholder from time to time in accordance with the methods of distribution set forth in such Shelf Registration Statement and shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause such Resale Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable thereafter; PROVIDED, HOWEVER, that Stockholder shall not be entitled to have the Parent Shares held by the Commission on or before 150 days after the date it covered by such Shelf Registration Statement unless Stockholder is in compliance with Section 5.02(f) hereof; and . (iiib) Parent shall use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be usable by the Stockholders until the earlier earliest to occur of the following: (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one two year anniversary of the Closing Date, Closing; (iiB) use its best efforts to cause such registration statement to become effective the earliest time at which all the Parent Shares covered by the First Conversion Date Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (AC) the date on which earliest time at which, in the written opinion of independent counsel to Parent, all Notes can outstanding Parent Shares held by persons that are not affiliates of Parent may be resold by holders thereof without restrictions and without registration under the Securities Act and pursuant to Rule 144(k) under the Securities Act or any successor provision thereto (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale such case, such period being called the "EFFECTIVENESS PERIOD"). Parent shall be deemed not to have used its best efforts to keep the Shelf Registration Statement pursuant effective during the requisite period if Parent voluntarily takes any action that would result in Stockholders of Parent Shares covered thereby not being able to this Agreement offer and sell any such Parent Shares during that period, unless and until (i) such Holder furnishes to action is required by applicable law, (ii) the Company in writing, within 10 Business Days after receipt continued effectiveness of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement would require Parent to disclose a material financing, acquisition or Prospectus or preliminary Prospectus included therein other corporate transaction, and in any application to be filed with or under state securities laws. No Holder the Board of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder Directors shall have provided all determined in good faith that such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement disclosure is being effected agrees to furnish promptly to not in the Company all information required to be disclosed best interests of Parent and its stockholders, or (iii) the Board of Directors shall have determined in order to make the information previously furnished to the Company by good faith that there is a valid business purpose for such Holder not materially misleadingsuspension.

Shelf Registration. (a) The Company shall: hereby agrees to use its best efforts to: (i) as soon as practicable, but not file with the Commission no later than 90 days after the date hereof (the "Resale Shelf Targeted Filing Deadline")Date, cause a registration statement on Form S-1 for an offering to be filed made on a shelf registration statement continuous basis pursuant to Rule 415 under the Securities Act (or any successor provision thereto) covering all of the Registrable Securities (the "Resale Shelf Registration StatementSHELF REGISTRATION STATEMENT"), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; and (ii) use its best efforts to cause such Resale the Shelf Registration Statement to be declared effective pursuant to the Securities Act by the Commission on or before 150 days after the date hereof; Effectiveness Target Date, and (iii) use its best all reasonable efforts to keep such Resale the Shelf Registration Statement continuously effectiveeffective and available for resale of the Registrable Securities under the Securities Act for the period (the "EFFECTIVENESS PERIOD") ending on the earliest of (A) the date that is two years after the date on which all the Shares are issued (including those issued pursuant to Purchase Agreement at any closing occurring after the Execution Date) to the Investors; provided, supplemented and amended as required such date shall be extended by the provisions amount of Section 4(btime of any Suspension Period; (B) hereof the date on which there ceases to be outstanding any Registrable Securities; and (C) the date on which the Company receives an opinion from its legal counsel ("COMPANY COUNSEL") to the extent necessary effect that all Registrable Securities can be freely traded without the continued effectiveness of the Shelf Registration Statement and the Company has instructed the transfer agent for the Shares and Warrant Shares that any legends on the certificate representing such Shares or Warrant Shares that restrict the transfer of such Shares or Warrant Shares shall be removed upon presentation to ensure that it is available the transfer agent of any such certificate. Thereafter, the Company shall be entitled to withdraw the Shelf Registration Statement and, upon such withdrawal, the Investors shall have no further right to offer or sell any of the Registrable Securities pursuant to the Shelf Registration Statement (or any Prospectus relating thereto). Notwithstanding anything contained within to the contrary, the Company shall have the right to convert the Shelf Registration Statement to a registration statement on Form S-2 or Form S-3 or file a new registration statement on Form S-2 or Form S-3 for resales an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any successor provision thereto) covering all the Registrable Securities and, upon the declaration of effectiveness thereof by the Holders of Transfer Restricted Securities entitled Commission, the Company shall have the right to withdraw the benefit Shelf Registration Statement (in which event, such registration statement on Form S-2 or Form S-3 will be deemed to be a "SHELF REGISTRATION STATEMENT," for the purposes of this Agreement, and to ensure that it conforms including the Company's obligations with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securitiesrespect thereto). (b) The Company shall: (i) cause may require each Holder of Registrable Securities as to which any registration is being effected to furnish to the Company, within ten calendar days after written request therefor has been made by the Company, such information regarding the distribution of such Holder's Registrable Securities as is required by law to be filed a registration statement disclosed in the Shelf Registration Statement (the "Conversion Shelf Registration StatementREQUISITE INFORMATION"). The Company shall file prospectus supplements pursuant to Rule 424 under the Securities Act (or any successor provision thereto) covering to amend or supplement the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by include in the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of Requisite Information as to each Holder (Aand the Registrable Securities held by such Holder) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if provides notice to the Company determines that, notwithstanding its best efforts, of the Requisite Information. The Company shall file such a prospectus supplement with the Commission will not declare no less than once every twenty Business Days if during such Conversion Shelf Registration Statement effective, period the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") receives notice from any Holder which includes the Requisite Information with respect to any such Holder. The Company shall provide each Holder a copy of such Prospectus as so amended or supplemented containing the resale Requisite Information within three Business Days of Conversion Shares before filing such Prospectus with the one year anniversary Commission in order to permit such Holder to comply with the prospectus delivery requirements of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) in a timely manner with respect to any proposed disposition of such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities lawsHolder's Registrable Securities. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof use the Prospectus unless and until such Holder shall have provided all furnished the information required by this Section 2(b) in accordance with the first or second paragraph hereof and such reasonably requested informationinformation with respect to such Holder shall have been included in the Prospectus. Each If any information furnished to the Company by a Holder as to which any Resale for inclusion in the Shelf Registration Statement is being effected or the Prospectus becomes materially misleading, such Holder agrees (i) to furnish promptly to the Company all information required to be disclosed in such Shelf Registration Statement in order to make the information previously furnished to the Company not materially misleading and (ii) to stop selling or offering for sale Registrable Securities pursuant to the Shelf Registration Statement until such Holder's receipt of the copies of a supplemented or amended Prospectus as contemplated by Section 4(b)(xii) hereof. (c) The Company and each Investor that is not an officer or director of the Company or an affiliate or associate of an officer or director of the Company (the "OUTSIDE INVESTORS") agree that the Outside Investors will suffer damages if the Company fails to fulfill its obligations pursuant to Section 2(a)(i) hereof and that it would not be possible to ascertain the extent of such damages. Accordingly, (i) if the Shelf Registration Statement has not been filed with the Commission by or on the Targeted Filing Date, the Company hereby agrees, as a sole remedy and as liquidated damages to the Outside Investors, to issue to each Outside Investor with respect to each Warrant held by such Holder Outside Investor an additional warrant, with the same terms and conditions and exercise price as such Warrant, to purchase the number of shares of Common Stock equal to 50% of the number of Warrant Shares issuable upon exercise of such Warrant held by such Outside Investor (the "DAMAGES WARRANT"), and (ii) if the Shelf Registration Statement has not been filed with the Commission by or on the 45th day of after the Execution Date, the Company hereby agrees, as a sole remedy and as liquidated damages to the Outside Investors, to issue to each Outside Investor with respect to each Warrant held by such Outside Investor, an additional Damages Warrant, with the same terms and conditions and exercise price as such Warrant, to purchase the number of shares of Common Stock equal to 50% of the number of Warrant Shares issuable upon exercise of such Warrant held by such Outside Investor. No Damages Warrant shall be issued in respect of any Damages Warrant. (d) Notwithstanding anything in this Section 2 to the contrary, if the Company shall furnish to the Investors a certificate signed by the President or Chief Executive Officer of the Company stating that the Company's Board of Directors has made the good faith determination (i) that the continued use by the Investors of the Shelf Registration Statement for purposes of effecting offers or sales of Registrable Securities pursuant hereto would require, under the Securities Act and the rules and regulations promulgated thereunder, premature disclosure in the Shelf Registration Statement (or the Prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) that such premature disclosure would be materially misleadingadverse to the Company, its business or prospects or any such proposed material transaction or would not be in the best interests of the Company and (iii) that it is therefore essential to suspend the use by the Investors of the Shelf Registration Statement (and the Prospectus relating thereto), then the right of the Investors to use the Shelf Registration Statement (and the Prospectus relating thereto) for purposes of effecting offers or sales of Registrable Securities pursuant thereto shall be suspended for a period (the "SUSPENSION PERIOD") not greater than sixty (60) Business Days during any consecutive twelve (12) month period, which shall include no more than thirty (30) consecutive Business Days. During the Suspension Period, the Investors shall not offer or sell any Registrable Securities pursuant to or in reliance upon the Shelf Registration Statement (or the Prospectus relating thereto). The Company agrees that, as promptly as possible, but in no event later than three (3) Business Days, after the consummation, abandonment or public disclosure of the event or transaction that caused the Company to suspend the use of the Shelf Registration Statement (and the Prospectus relating thereto) pursuant to this Section 2(d), the Company will lift any suspension, provide the Investors with revised Prospectuses, if required, and will notify the Investors of their ability to effect offers or sales of Registrable Securities pursuant to or in reliance upon the Shelf Registration Statement.

Shelf Registration. (a) The Company shall: Subject to Section 3.4, upon request of one or more Demand Members on the date that is the earlier of (i) as soon as practicablesix months following the consummation of an IPO and (ii) January 1, but not later than 90 days after 2013 (such date, the date hereof (the "Resale Shelf Filing Deadline"“Registration Trigger”), cause to be filed the Company (x) shall file with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement shall provide for resales relating to the offer and sale of all Transfer Restricted of the Registrable Securities held by Holders that have provided the information required pursuant Demand Members from time to Section 2(ctime in accordance with the methods of distribution elected by such Demand Members and set forth in the Shelf Registration Statement and (y) hereof; (ii) shall use its reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by under the Commission on or before 150 days Securities Act as promptly as practicable after the date hereof; and filing thereof. (iiib) Subject to Section 3.4, the Company shall use its reasonable best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by the provisions Demand Members until the earlier of Section 4(b(i) hereof the date as of which all Registrable Securities have been sold pursuant to the extent necessary to ensure that it is available for resales by Shelf Registration Statement or another registration statement filed under the Holders of Transfer Restricted Securities entitled Act (but in no event prior to the benefit applicable period referred to in Section 4(3) of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and Rule 174 thereunder) and (ii) the policiesdate as of which all of such Demand Members are permitted to sell their Registrable Securities without registration pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder (such period of effectiveness, rules and regulations the “Shelf Period”). (c) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to this Section 3.1 is effective, if any Demand Member hereto delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that such Shareholder intends to effect an offering of all or part of the Commission Registrable Securities included by such Shareholder on the Shelf Registration Statement (a “Shelf Offering”) and stating the dollar amount of the Registrable Securities to be included in such Shelf Offering, then the Company shall amend or supplement the Shelf Registration Statement as announced may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Offering as contemplated by the Shelf Take-Down Notice (taking into account, in the case of any underwritten public Shelf Offering, the inclusion of Other Securities by any other Persons). (d) The number of Shelf Offerings with respect to any Demand Member in any 12-month period shall not exceed one and the number of Shelf Offerings together with any Demand Registrations with respect to any Demand Member in any 12-month period shall not exceed two. A Demand Member shall not be entitled to initiate a Shelf Offering unless such Demand Member has requested to offer in such Shelf Offering either (i) together with all other Persons, Registrable Securities having an aggregate principal amount of at least $50,000,000 or (ii) all of the Registrable Securities then held by such Demand Member. The aggregate number of Shelf Registration Statements and Demand Registration Statements the Company shall be obligated to file under this Agreement shall not exceed ten (10), it being understood that the number of takedowns under any such Shelf Registration Statement shall be unlimited. No Shelf Offering shall be required to be made by the Company for any Demand Member if it is within six (6) months of another registration that included such Demand Member’s Registrable Securities. (e) A Demand Member may withdraw its Registrable Securities from a Shelf Offering at any time by providing the Company with written notice. Upon receipt of such written notice, the Company shall cease all efforts to secure registration, so long as all other Demand Members have similarly withdrawn their Registrable Securities from the Shelf Offering; provided, however, that such a withdrawn registration shall nonetheless be deemed a Shelf Offering for all purposes hereunder unless (i) the withdrawal is made following the occurrence of a Material Adverse Change not known to such Demand Member at the time of the Shelf-Take Down Notice, (ii) the withdrawal is made because the registration would require the Company to make an Adverse Disclosure or (iii) the Demand Member requesting the withdrawal has paid or reimbursed the Company for all of the reasonable out-of-pocket fees and expenses incurred by the Company in the preparation, filing and processing of the registration withdrawn with respect to such withdrawing Demand Member. (f) The Company shall, from time to time, untilsupplement and amend the Shelf Registration Statement if required by the Securities Act, subject including the rules, regulations or instructions applicable to the provisions of Section 4(b)(i) hereof, registration form used by the Company for such time as no Notes remain Transfer Restricted SecuritiesShelf Registration Statement. (bg) The Company shallIf an underwritten public Shelf Offering is subject to an Offering Limitation, then there shall be included in such offering: (i) cause first, the dollar amount of Registrable Securities requested to be filed a included in such registration statement (by the "Conversion Shelf Registration Statement") covering one or more Demand Members, and such dollar amount of securities shall be allocated for inclusion pro rata and without priority among the issuance Demand Members on the basis of the Conversion Shares upon conversion dollar amount of such securities of the Notes prior to the one year anniversary of the Closing DateCompany owned by each such Demand Member, (ii) use its best efforts second, the dollar amount of Registrable Securities requested to cause be included in such Conversion Shelf Registration Statement to become effective registration by the date Company that is one year after in the Closing Date opinion of the managing or lead underwriter(s) selected by the Company can be sold without adversely affecting the size, price, timing, distribution or marketability of such offering of the securities referred to in clause (i) above or the "First Conversion Date") price, timing, distribution or marketability of such offering of the securities referred to in this clause (ii), and (iii) use its best efforts third, the dollar amount of any Other Securities requested to keep such Conversion Shelf Registration Statement continuously effective until be included therein by the earlier holders thereof that in the opinion of (Athe managing or lead underwriter(s) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if selected by the Company determines thatcan be sold without adversely affecting the size, notwithstanding its best effortsprice, timing, distribution or marketability of such offering of the Commission will not declare securities referred to in clauses (i) or (ii) above or the price, timing, distribution or marketability of such Conversion offering of the securities referred to in this clause (iii), and such dollar amount of securities shall be allocated for inclusion pro rata and without priority among the holders of all such securities on the basis of the dollar amount of such securities of the Company owned by each such holder. (h) In connection with an underwritten public Shelf Registration Statement effectiveOffering, the Company shall have the right to select one or more nationally recognized underwriters as the lead or managing underwriters of such Shelf Offering, who shall be reasonably acceptable to the Demand Members, and the Demand Members shall have the right to select one or more nationally recognized co-managers (i) file a registration statement (alsowhich, a "Conversion Shelf Registration Statement") for avoidance of doubt, shall not be named or function as lead underwriters or as bookrunners, or otherwise appear on the left-hand side of the cover of any prospectus, prospectus supplement, offering circular or other similar document, with respect to such Shelf Offering) of such Shelf Offering, who shall be reasonably acceptable to the resale of Conversion Shares before Company. In connection with any such underwritten public Shelf Offering, the one year anniversary Demand Members and the Company agree that they will each enter into a customary underwriting agreement with the underwriters selected pursuant to the preceding sentence, such underwriting agreement to be reasonably satisfactory in form and substance to the Company, the Demand Members and the underwriters (it being understood that no Demand Member shall be required to make any representations and warranties other than with respect to itself, its ownership of the Closing Date, (ii) use Registrable Securities and its best efforts intended method of distribution thereof and shall not be required to cause such registration statement provide an indemnity other than with respect to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes information it provides to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request writing expressly for use in connection with such Resale underwritten Shelf Registration Statement or Prospectus or preliminary Prospectus included therein Offering, and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities such indemnity shall be entitled limited in amount to Liquidated Damages the net proceeds of such Shelf Offering actually received by such Demand Member). The Demand Members and the Company agree that all decisions under this Section 3.1 regarding whether an Offering Limitation is necessary (and any related determinations pursuant to clause (ii) or (iii) of Section 3 hereof unless and until such Holder 3.1(g)) shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to be made in the Company all information required to be disclosed in order to make sole discretion of the information previously furnished to managing or lead underwriter(s) selected by the Company by such Holder not materially misleadingCompany.

Shelf Registration. So long as any Transfer Restricted Security (as defined in Section 5 hereof) exists, the Company shall take the following actions: (a) The Company shall: (i) as soon as practicable, but not later than 90 within 120 days after the date hereof on which the Initial Purchasers purchase the Convertible Preferred Stock pursuant to the Purchase Agreement (the "Resale Shelf Filing Deadline"“Closing Date”), file with the Securities and Exchange Commission (the “Commission”) and thereafter use its reasonable best efforts to cause to be filed declared effective no later than 240 days after the Closing Date a shelf registration statement pursuant (the “Shelf Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "Resale “Shelf Registration Statement"Registration”); provided, which Resale however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause unless such Resale Shelf Registration Statement Holder agrees in writing to be declared effective bound by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by all the provisions of Section 4(b) hereof this Agreement applicable to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted SecuritiesHolder. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) shall use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its reasonable best efforts to keep such Conversion the Shelf Registration Statement continuously effective effective, in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, Securities covered by the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, have been sold pursuant thereto or (ii) use are eligible to be sold under Rule 144(k) under the Securities Act (or any successor rule thereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the “Shelf Registration Period.” The Company shall be deemed not to have used its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its reasonable best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration StatementStatement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, as unless such action is required by the applicable provisions of Section 4(b) hereoflaw. (c) No Holder Notwithstanding any other provisions of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale this Agreement to the contrary, the Company shall cause the Shelf Registration Statement pursuant and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to this Agreement unless comply in all material respects with the applicable requirements of the Securities Act and until such Holder furnishes the rules and regulations of the Commission and (ii) not to the Company in writing, within 10 Business Days after receipt contain any untrue statement of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement material fact or Prospectus or preliminary Prospectus included therein and in any application omit to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information a material fact required to be disclosed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, the Company shall have no such obligations or liabilities with respect to any written information previously pertaining to any Holder and furnished to the Company by or on behalf of such Holder not materially misleadingspecifically for inclusion therein.

Shelf Registration. (a) The Company shall: As promptly as practicable (i) as soon as practicable, but not no later than 90 days 60 days) after the date hereof Company becomes eligible to effect a registration on Form S-3 (and provided that the "Resale Shelf Filing Deadline"Company is eligible to effect such registration at such time), cause to be filed the Company shall file with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement shall provide providing for resales the registration and sale of all Transfer Restricted of the Registrable Securities held by the Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) and shall use its reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by under the Commission on or before 150 days after Securities Act as soon as reasonably practicable thereafter (provided that the date hereof; and Company is eligible to effect such registration at such time). (iiib) Subject to the Company being eligible to do so under the Securities Act, the Company shall use its reasonable best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Holders until the earlier of (Ai) such time all Common Shares held by all Holders are no longer Registrable Securities and (ii) the date as of which all Notes Registrable Securities have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if sold pursuant to the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effectiveor another Registration Statement has been filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) (such period of effectiveness, the “Shelf Period”). Subject to Section 2.2(c), the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect not be deemed to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use have used its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its reasonable best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration StatementStatement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, as unless such action or omission is required by the applicable provisions of Section 4(b) hereofLaw. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the The Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to postpone (but not more than once in any six-month period), for a reasonable period of time, together with any postponement under Section 3 hereof unless 2.1(e), not in excess of 60 days (and until such Holder shall have provided all such reasonably requested information. Each Holder as to which not for periods exceeding, in the aggregate, 90 days during any Resale twelve-month period), the filing or initial effectiveness of, or suspend the use of, a Shelf Registration Statement is being effected agrees to furnish promptly if the Company delivers to the Holders’ Representative a certificate signed by both the Chief Executive Officer and Chief Financial Officer of the Company all certifying that, in their good faith judgment, such registration, offering or use would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be be, disclosed in order to make the information previously furnished to the public, the premature disclosure of which would materially adversely affect the Company. Such certificate shall contain, if requested by the Holders’ Representative (and subject to their entering into a customary confidentiality obligation as to such information), a reasonably detailed statement of the reasons for such postponement or suspension and an approximation of the anticipated delay. (d) Upon a written request from any Holder (an “Initiating Holder”) to effect an offering under the Shelf Registration Statement (a “Takedown”), provided that the Company is eligible to utilize such Registration Statement at such time, the Company will, as soon as practicable, (x) deliver a written notice relating to the proposed Takedown to all other Holders and (y) promptly (and in any event not later than twenty days after receiving such Initiating Holder’s request) supplement the Prospectus included in the Shelf Registration Statement as would permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s Registrable Securities as are specified in such request together with the Registrable Securities requested to be included in such Takedown by any other Holders who notify the Company in writing within ten business days after receipt of such Holder written notice from the Company. If the Company and/or the holders of any Other Securities request inclusion of Other Securities in a Takedown, such Other Securities shall be included in the Takedown if, and only if, inclusion of such Other Securities would not materially misleadingbe reasonably likely to delay in any material respect the timely effectuation of the Takedown or the sale of Registrable Securities pursuant to the Takedown. In the case of a request for or effectuation of a Takedown, all references in this Agreement to the effective date of a Registration Statement shall be deemed to refer to the date of pricing of such Takedown and all references to registration shall be deemed to refer to the Takedown. (e) If any of the Registrable Securities to be sold pursuant to a Shelf Registration Statement are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) of such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, the Registrable Securities for which inclusion in such underwritten offering requested by the Holders, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder; and (ii) second, among any holders of Other Securities, pro rata, based on the number of Other Securities Beneficially Owned by each such holder of Other Securities.

Shelf Registration. (a) The Subject to the terms hereof and of the Stockholders Agreement, in connection with a Demand Registration, subject to Section 2.03(d), and further subject to the availability of a registration statement on Form S-3 or any successor form (“Form S-3”) to the Company, the Requesting Stockholder(s) making the Demand may by written notice delivered to the Company shall: (ithe “Shelf Notice”) require the Company to file as soon as practicable (but no later than 45 days after the date the Shelf Notice is delivered and no earlier than the 180th day following the Closing Date), and to use reasonable best efforts to cause to be declared effective by the Commission as soon as practicable, but not later than 90 days after the date hereof (the "Resale Shelf Filing Deadline"), cause a Form S-3 providing for an offering to be filed made on a shelf registration statement continuous or delayed basis pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof relating to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreementoffer and sale, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, untilof the Registrable Securities Beneficially Owned by such Requesting Stockholder(s) and the other Stockholders holding any Registrable Securities who elect to participate therein as provided in Section 2.03(b) in accordance with the plan and method of distribution set forth in the prospectus included in such Form S-3 (the “Shelf Registration Statement”). In the event of a disagreement among the Requesting Stockholders, subject to the provisions decision of the Stockholder(s) holding a majority of the Registrable Securities shall govern for purposes of this Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities2.03(a). (b) The Within five Business Days after receipt of a Shelf Notice pursuant to Section 2.03(a), the Company shall: (i) cause will deliver written notice thereof to be filed a registration statement (each Stockholder holding any Registrable Securities. Each Stockholder may elect to participate in the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement in accordance with the plan and method of distribution set forth in such Shelf Registration Statement by delivering to become effective by the date that is one year Company a written request to so participate within ten Business Days after the Closing Date Shelf Notice is given to any such Stockholders. (c) Subject to Section 2.03(d), the "First Conversion Date") and (iii) Company will use its reasonable best efforts to keep such Conversion the Shelf Registration Statement continuously effective until the earlier of (Ai) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if two years after the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, has been declared effective and (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Registrable Securities Act and (B) such time as all Conversion Shares covered by such registration statement the Shelf Registration Statement have been resold pursuant thereto. The Company further agrees to supplement sold thereunder in accordance with the plan and amend method of distribution disclosed in the Conversion prospectus included in the Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereofor otherwise. (cd) No Holder The Company shall be entitled, from time to time, by providing written notice to the Stockholders who elected to participate in the Shelf Registration Statement, to require such Stockholders to suspend the use of Transfer Restricted the prospectus for sales of Registrable Securities may include any of its Transfer Restricted Securities in any Resale under the Shelf Registration Statement pursuant to this Agreement unless and for any Blackout Period. Immediately upon receipt of such notice, the Stockholders covered by the Shelf Registration Statement shall suspend the use of the prospectus until such Holder furnishes the requisite changes to the Company in writingprospectus have been made as required below. After the expiration of any Blackout Period and without any further request from a Stockholder, within 10 Business Days after receipt of a request therefor, such information as the Company may shall as promptly as reasonably request for use in connection with such Resale practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or Prospectus the prospectus, or preliminary Prospectus any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein and in therein, the prospectus will not include any application untrue statement of a material fact or omit to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information a material fact required to be disclosed stated therein or necessary to be stated in order to make the information previously furnished statements made, in light of the circumstances under which they were made, not misleading. (e) At any time that a Shelf Registration Statement is effective, if any Demand Right Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), then, the Company shall as promptly as reasonably practicable amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering (as defined below), the inclusion of Registrable Securities by any other holders pursuant to this Section 2.03(e)). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) the Company shall forward the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration Statement and the Company and such proposing Demand Right Holder shall permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Right Holder and the Company within five Business Days after delivery of the Take-Down Notice to such holder; and (ii) if the lead or co-managing underwriter(s) advises the Company and the proposing Demand Right Holder that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the distribution thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Right Holder is advised by such Holder lead or co-managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 2.01(g). Except as otherwise expressly specified in this Section 2.03, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article II as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 2.01(f) and Section 2.01(g). Notwithstanding anything in this Section 2.03 to the contrary, the Company shall not materially misleadingbe required to participate in more than two Marketed Underwritten Shelf Offerings per fiscal year.

Shelf Registration. The Company shall take the following actions: (a) The Company shall: , at its cost, prepare and, as promptly as practicable (ibut in no event more than 60 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter shall use its best efforts to cause to be declared effective as soon as practicable, but not later than 90 days after the date hereof practicable a registration statement on Form S-3 (the "Resale Shelf Filing DeadlineRegistration Statement"), cause ) covering the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to be filed a shelf registration statement pursuant to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Resale Securities Act") (hereinafter, the "Shelf Registration StatementRegistration"); provided, which Resale however, that no Holder (other than the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause unless such Resale Shelf Registration Statement Holder agrees in writing to be declared effective bound by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by all the provisions of Section 4(b) hereof this Agreement applicable to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted SecuritiesHolder. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) shall use its best efforts to keep such Conversion the Shelf Registration Statement continuously effective until effective, in order to permit the earlier prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (Aor for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such time as shorter period that will terminate when all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, Securities covered by the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, have been sold pursuant thereto or (ii) use its best efforts may be sold pursuant to cause Rule 144(k) under the Securities Act (or any successor rule therefore), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such registration statement case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to become effective by the First Conversion Date and (iii) use have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such registration statement continuously effective until the earlier of Securities during that period, unless (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (Bi) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as action is required by applicable law or (ii) upon the applicable provisions occurrence of Section 4(bany event contemplated by paragraph 2(b)(v) hereofbelow, such action is taken by the Company in good faith and for valid business reasons and the Company thereafter complies with the requirements of paragraph 2(h). (c) No Holder Notwithstanding any other provisions of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale this Agreement to the contrary, the Company shall cause the Shelf Registration Statement pursuant and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to this Agreement unless comply in all material respects with the applicable requirements of the Securities Act and until such Holder furnishes the rules and regulations of the Commission and (ii) not to the Company in writing, within 10 Business Days after receipt contain any untrue statement of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement material fact or Prospectus or preliminary Prospectus included therein and in any application omit to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information a material fact required to be disclosed in order stated therein or necessary to make the information previously furnished to statements therein, in light of the Company by such Holder circumstances under which they were made, not materially misleading.

Shelf Registration. The Company shall: (a) The Company shall: (i) as soon as practicable, but not later than 90 days after the first anniversary of the date hereof (the "Resale Shelf Filing Deadline")hereof, cause to be filed a shelf registration statement on Form S-3 (or any comparable or successor form) pursuant to Rule 415 under the Securities Act Act, or if the Company is ineligible to use Form S-3, on another appropriate form (the "Resale “Shelf Registration Statement"”), which Resale Shelf Registration Statement shall provide for the issuance by the Company and resales by ASLP Holders of all Transfer Restricted outstanding Registrable Securities and all Registrable Securities issuable pursuant to Section 1.3(h) or pursuant to the exercise of outstanding Exchange Warrants, in each case held by ASLP Holders or others that have provided the information required pursuant to the terms of Section 2(c) 4.2 hereof; ; (iib) use its reasonable best efforts to cause such Resale the Shelf Registration Statement to be declared effective by the Commission on or before 150 days as promptly as practicable after the first anniversary of the date hereof; and hereof (iiithe “Effectiveness Target Date”); (c) use its reasonable best efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b4.1(b) hereof to the extent necessary to ensure that (x) it is available for resales by the ASLP Holders of Transfer Restricted Registrable Securities entitled to the benefit of this Agreement, Agreement and to ensure that it (y) conforms with the requirements of this Agreement, Agreement and the Securities Act and the policies, rules and regulations of the Commission promulgated thereunder as announced from time to time, untilfor a period (the “Effectiveness Period”) that will terminate upon the first to occur of: (1) all Registrable Securities and Exchange Warrants have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise), (2) all Registrable Securities registered under the Shelf Registration Statement have been issued and resold, and (3) the Dissolution of ASLP; and (d) if for any reason during the Effectiveness Period the Company becomes ineligible to use the form on which an existing Shelf Registration Statement has been filed and declared effective, use its reasonable best efforts to file another shelf registration statement on an appropriate form for which the Company is eligible and cause such additional registration statement to be declared effective by the Commission as promptly as practicable. Such additional registration statement shall be deemed to be a “Shelf Registration Statement” subject as appropriate to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

Shelf Registration. (a) The Company shall: (i) , at its cost, prepare and, no later than 60 days after the date on which the Warrant is issued, file with the SEC, and thereafter use commercially reasonable efforts to cause to be declared effective as soon as practicable, but not later than 90 days after a registration statement on Form S-3 or such other form as the date hereof Company may be permitted to use (the "Resale Shelf Filing DeadlineRegistration Statement"), cause ) relating to be filed a shelf registration statement pursuant the offer and sale of the Registrable Securities by the Holder thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "Resale Shelf Registration StatementRegistration"), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior Subject to the one year anniversary of terms and conditions set forth herein, the Closing Date, (ii) Company shall use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best commercially reasonable efforts to keep such Conversion the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "Prospectus") to be lawfully delivered by the Holder, until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and twenty (20) days after December 31, 2004, (B) August 15the date that is twenty (20) days following a Termination Event, 2009; provided, that if or (C) when all the Company determines that, notwithstanding its best efforts, Securities covered by the Commission will not declare such Conversion Shelf Registration Statement effectivehave been sold pursuant thereto (in any such case, such period being called the "Shelf Registration Period"). Notwithstanding any other provision of this Exhibit A, the Holder understands that there may be periods during which the Company's Board of Directors may determine, in good faith, that it is in the best interest of the Company shall (i) file and its stockholders to defer disclosure of non-public information until such information has reached a registration statement (also, a "Conversion more advanced stage and that during such periods sales of Registrable Securities and the effectiveness of the Shelf Registration Statement") with respect Statement may be suspended or delayed. The Holder agrees that upon receipt of any written notice from the Company of the development of any non-public information and advising the Holder to discontinue the Holder's disposition of Registrable Securities pursuant to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions Holder will forthwith discontinue the Holder's disposition of Section 4(b) hereof. (c) No Holder of Transfer Restricted Registrable Securities may include any of its Transfer Restricted Securities in any Resale pursuant to the Shelf Registration Statement until the Holder's receipt of copies of an appropriately supplemented or amended Prospectus and written notice from the Company advising the Holder that it may resume sales and dispositions of Registrable Securities pursuant to this Agreement unless and until such Holder furnishes to the Shelf Registration Statement. In the event the Company in writingshall give any such notice, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities Period shall be entitled extended by the number of days during the period from and including the date of the giving of such notice to Liquidated Damages pursuant to Section 3 hereof unless and until such including the date when the Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to received the Company all information required to be disclosed in order to make copies of the information previously furnished to the Company by such Holder not materially misleadingappropriate supplemented or amended Prospectus.

Shelf Registration. (a) The Company shall: shall promptly (i) as soon as practicable, but not later in no event more than 90 days after of the date hereof First Closing Date (as defined in the Purchase Agreement), such 90th day being a "Filing Deadline") use its reasonable best efforts to file with the Securities and Exchange Commission (the "Resale Shelf Filing Commission") and thereafter use its reasonable best efforts to cause to be declared effective no later than 210 days after the First Closing Date (such 210th day being an "Effectiveness Deadline") a registration statement (the "Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), cause relating to be filed a shelf registration statement pursuant the offer and sale of the Registrable Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Registration Statement and Rule 415 under the Securities Act (hereinafter, the "Resale Shelf Registration StatementRegistration"); provided, which Resale Shelf Registration Statement however, that no Holder (other than a Purchaser) shall provide for resales of all Transfer Restricted be entitled to have the Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause it covered by such Resale Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by all the provisions of Section 4(b) hereof this Agreement applicable to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted SecuritiesHolder. (b) The Company shall: shall use its reasonable best efforts to keep the Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Registration Statement (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Datehave been sold pursuant thereto, (ii) use its best efforts to cause are no longer restricted securities (as defined in Rule 144 under the Securities Act) (in any such Conversion case, such period being called the "Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion DatePeriod") and or (iii) use such time as, in the opinion of counsel to the Company, all the Registrable Securities held by the Company's non-affiliates (from the time of issuance) are eligible for sale pursuant to Rule 144(k) under the Securities Act. The Company shall be deemed not to have used its best efforts to keep such Conversion Shelf the Registration Statement continuously effective until during the earlier requisite period if it voluntarily takes any action that would result in Holders of (A) Securities covered thereby not being able to offer and sell such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15Securities during that period, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare unless such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as action is required by the applicable provisions of Section 4(b) hereoflaw. (c) No Holder Notwithstanding subsections (a) and (b) of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writingSection 1, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for delay preparation of any post-effective amendment to the Registration Statement or suspend the use of the prospectus that is part of the Registration Statement in connection with an acquisition or financing if the Company's board of directors determines, in good faith, that such Resale Shelf post-effective amendment or suspension (i) would require disclosure with respect to such acquisition or financing that is not in the Company's best interest or (ii) would interfere with or affect the negotiation or completion of such acquisition or financing, provided that: (i) the Company has provided to each Holder, in advance of such delay or suspension, written notice of such delay or suspension; (ii) any such delay or suspension shall not exceed 45 consecutive days at any one time; (iii) the aggregate number of days during which such delay or suspension is in effect during any three-month period shall not exceed 75 days; and (iv) the aggregate number of days during which such delay or suspension is in effect during any twelve-month period shall not exceed 120 days. (d) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Registration Statement and the related prospectus and any amendment or Prospectus supplement thereto, as of the effective date of the Registration Statement, amendment or preliminary Prospectus included therein supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and in the rules and regulations of the Commission and (ii) not to contain any application untrue statement of a material fact or omit to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information a material fact required to be disclosed stated therein or necessary in order to make the information previously furnished to statements therein, in the Company by such Holder light of the circumstances under which they were made, not materially misleading.

Shelf Registration. (a) The If at any time the Company shall: (i) as soon as practicable, but not later than 90 days after shall receive a Purchaser Request under this Section 2 that the date hereof (the "Resale Shelf Filing Deadline"), cause to be filed Company file a shelf registration statement under the Securities Act, then the Company shall, within 10 days of the receipt thereof, give written notice of such request to all Holders and, subject to Section 4 below, shall prepare and file (as expeditiously as practicable, and in any event within 60 days of the receipt of the Purchaser Request) with the Commission a “Shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 under 415; provided, however, that the Company shall have no obligation to file a Registration Statement pursuant to this Section 2 for less than the total amount of Registrable Securities Act then held by the Holders if (based on the "Resale Shelf Registration Statement"), which Resale Shelf current market prices) the remaining Registrable Securities owned by all Holders would not yield gross proceeds of at least $15,000,000. Such Registration Statement shall provide be on Form S-3 (except if the Company is not then eligible to register for resales resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as the Holders may consent) and shall contain (except if otherwise directed by the Holders) the “Plan of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by under the Securities Act as promptly as reasonably practicable after the filing thereof, and in any event within 90 days of the filing thereof (or 120 days if the Commission on has determined to review the applicable Registration Statement) or before 150 days after if the date hereof; and (iii) Company is a Well-Known Seasoned Issuer at time of receipt of a Purchaser Request, Company shall cause the Registration Statement to be filed pursuant to an Automatic Shelf Registration Statement and, subject to Section 4 below, shall use its reasonable best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, effective under the Securities Act and until the policies, rules and regulations earliest of (i) the fifth anniversary of the Commission effective date of the Registration Statement, (ii) when all Registrable Securities covered by such Registration Statement have been sold and (iii) the date as announced from time of which each Holder is permitted to time, until, subject sell its Registrable Securities pursuant to Rule 144 without volume limitations or any other restrictions (the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities“Effectiveness Period”). (b) The Subject to Section 4, the Company shall: (i) cause shall be deemed not to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use have used its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its reasonable best efforts to keep such Conversion the Shelf Registration Statement continuously effective until during the earlier requisite period if it voluntarily takes any action that results in Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Effectiveness Period, unless (Ai) such time as all Notes have been converted into Conversion Shares action is required by law or redeemed the applicable interpretations thereof by the Commission’s staff or (ii) such action is taken by the Company in good faith and for valid business reasons (B) August 15which shall not include avoidance of its obligations hereunder), 2009; provided, that if the Company determines that, notwithstanding its best efforts, on or prior to 45 days thereafter complies with the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (irequirements of Section 6(j) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective extent permitted by law or interpretation by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereofCommission’s staff. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

Shelf Registration. (a) At such time as the Company is able to use Form F-3 under the Securities Act (or any successor or similar form) for sales of Registrable Shares by a Holder, at the request of one or more Holders, the Company shall use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of any number of Registrable Shares for which it receives requests in accordance with Section 2(a) (the “Shelf Registration”). The Company shall: shall use its reasonable best efforts to cause such Registration Statement to become effective as promptly as practicable and maintain the effectiveness of such Registration Statement (subject to the terms and conditions herein) for a period ending on the earlier of (i) as soon as practicable, but not later than 90 days after three (3) years following the date hereof on which such Registration Statement first becomes effective (but one (1) year if the "Resale Shelf Filing Deadline"Company is not able to continue to use Form F-3 under the Securities Act (or any successor or similar form)), cause (ii) the date on which all Registrable Shares covered by such Registration Statement have been sold, and the distribution contemplated thereby has been completed, (iii) the date on which all Registrable Shares covered by such Registration Statement have become freely saleable pursuant to Rule 144 without restriction or limitation on volume or manner of sale. (b) The Registration Statement pursuant to this Section 3 shall, to the extent possible under applicable law, be filed effected to permit sales on a shelf registration statement continuous basis pursuant to Rule 415 under the Securities Act (Act. Any sale pursuant to the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to this Section 2(c3 may or may not be underwritten; provided, however, that (i) hereof; Holders may request any underwritten takedown only to be effected as a Demand Registration (in which event, unless such Demand Registration would not require representatives of the Company to meet with prospective purchasers of the Company’s securities, a Demand Registration must be available thereunder and the number of Demand Registrations available shall be reduced by one subject to Section 2(b)) or (ii) use its best efforts to cause such Resale Shelf Registration Statement Holders may request an unlimited number of underwritten takedowns to be declared effective by effected in accordance with the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions terms of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof4. (c) No In the event of a request for a Shelf Registration pursuant to Section 3(a), the Company shall give written notice of the proposed filing of the Registration Statement in connection therewith to all Holders of Registrable Shares offering to each such Holder the opportunity to have any or all of the Registrable Shares held by such Holder included in such registration statement. Each Holder of Transfer Restricted Securities Registrable Shares desiring to have its Registrable Shares registered under this Section 3(c) shall so advise the Company in writing within fifteen (15) days after the date of such notice from the Company (which request shall set forth the amount of Registrable Shares for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Shares so requested to be included therein. (d) The number, percentage, fraction or kind of shares referred to in this Section 3 shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange or distribution in respect of the shares of Common Stock. (e) The Company, and any other holder of the Company’s securities who has registration rights, may include any of its Transfer Restricted Securities securities in any Resale Shelf Registration Statement effected pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading3.

Shelf Registration. Within thirty (a30) The Company shall: (i) as soon as practicable, but not later than 90 days after the date hereof expiration of the 180 day period commencing as of the Effective Time (but in no event prior to December 7, 2000), HCC shall prepare and file with the SEC a "Shelf" registration statement (such registration statement including the prospectus, amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement, a "Registration Statement") covering all of the shares of HCC common stock into which VCI's shares of common stock are converted as a result of the Merger (including any shares of HCC capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to such shares of HCC common stock, the "Resale Shelf Filing DeadlineMerger Shares"), cause ) for an offering to be filed made on a shelf registration statement continuous basis pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf 415. The Registration Statement shall provide be on Form S-3 (except if HCC is not then eligible to register for resales resale the Merger Shares on Form S-3, in which case such registration shall be on Form S-1 or another appropriate form in accordance herewith as the Holders, by vote of all Transfer Restricted Securities held by the Holders that have provided of a majority of the information required pursuant to Section 2(c) hereof; (ii) Merger Shares, may consent). HCC shall use its reasonable best efforts to cause such Resale Shelf the Registration Statement to be declared effective by under the Commission on or before 150 days Securities Act as promptly as possible after the date hereof; filing thereof, and (iii) shall use its reasonable best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and until the date which is two (B2) years after the date that such time as Registration Statement is declared effective by the SEC or such earlier date when all Conversion Merger Shares covered by such registration statement Registration Statement have been resold sold or may be sold without volume restrictions pursuant theretoto Rule 144(k) as determined by the counsel to HCC pursuant to a written opinion letter to such effect (the "Effectiveness Period"). The Company further agrees Anything to supplement and amend the Conversion Shelf Registration Statementcontrary contained herein notwithstanding, HCC shall not voluntarily take any action that would result in the Holders not being able to sell the Merger Shares during the Effectiveness Period, unless such action is required under applicable law, as required evidenced by an opinion of counsel to HCC or such other evidence as the applicable provisions Holders may deem acceptable, or HCC has, upon written advice of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf counsel, filed a post-effective amendment to the Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder SEC has not materially misleadingdeclared it effective.

Shelf Registration. (a) The Company shall: If, because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Operating Partnership is not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason the Exchange Offer is not consummated within 180 days after the original issue of the Registrable Securities, or (iii) if a Holder is not permitted to participate in the Exchange Offer or does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer (other than due solely to the status of such holder as an affiliate of the Operating Partnership within the meaning of the 1933 Act or as a broker dealer), then in case of each of clauses (i) as soon through (iii) the Operating Partnership shall (x) promptly deliver to the holders written notice thereof and (y) at the Operating Partnership's sole expense: (b) As promptly as practicable, (but not later in no event more than 90 60 days after the date hereof (the "Resale Shelf Filing Deadline"), cause to be filed a shelf registration statement so required or requested pursuant to Rule 415 under this Agreement) file with the Securities Act (the "Resale Shelf Registration Statement")SEC, which Resale Shelf Registration Statement and thereafter shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 as promptly as practicable but no later than 180 days after the original issue of the Registrable Securities, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement. (c) Use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC, or for such shorter period that will terminate when all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (the "Effectiveness Period"); PROVIDED, HOWEVER, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein. (d) Notwithstanding any other provisions hereof; and (iii) , use its best efforts to keep such Resale ensure that (i) any Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, any amendment thereto and to ensure that it conforms any Prospectus forming part thereof and any supplement thereto complies in all material respects with the requirements of this Agreement, the Securities 1933 Act and the policies, rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Commission statements therein not misleading, and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as announced amended or supplemented from time to time), untildoes not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance in light of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Datecircumstances under which they were made, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant theretomisleading. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Registrable Securities may shall be entitled to include any of its Transfer Restricted Registrable Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company Operating Partnership in writing, writing within 10 Business Days 15 days after receipt of a request therefor, such information as the Company may Operating Partnership may, after conferring with counsel, reasonably request for use inclusion in connection with such Resale any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested informationtherein. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company Operating Partnership all information required with respect to be disclosed in order such Holder necessary to make the information previously furnished to the Company Operating Partnership by such Holder not materially misleading. The Operating Partnership shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Operating Partnership further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) The Company Issuer shall: : (i) as soon as practicable, but not later than 90 120 days after the date hereof (the "Resale “Shelf Filing Deadline"”), cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale “Shelf Registration Statement"”), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(c2(b) hereof; ; (ii) use its best efforts to cause such Resale the Shelf Registration Statement to be declared effective by the Commission on or before 150 as promptly as practicable, but in no event later than 210 days after the date hereofhereof (the “Effectiveness Target Date”); and and (iii) use its best efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, Agreement and to ensure that it (B) conforms with the requirements of this Agreement, Agreement and the Securities Act and the policies, rules and regulations of the Commission promulgated thereunder as announced from time to time, until, subject to time for a period (the provisions “Effectiveness Period”) of: (1) two years following the last date of Section 4(b)(ioriginal issuance of Notes; or (2) hereof, such time as no Notes remain shorter period that will terminate when (X) all of the Holders of Transfer Restricted SecuritiesSecurities are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto, (Y) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (Z) all Transfer Restricted Securities registered under the Shelf Registration Statement have been sold. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale the Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company Issuer in writing, within 10 at least ten Business Days after receipt prior to the effectiveness of a request thereforthe Shelf Registration Statement (the “Questionnaire Deadline”), such information as the Company Issuer may reasonably request for use in connection with such Resale the Shelf Registration Statement or the Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided In connection with all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to requests for information from Holders, the Company all information required to be disclosed Issuer shall notify such Holders of the requirements set forth in order to make the information previously furnished to the Company by such Holder not materially misleadingpreceding sentence.

Shelf Registration. (a) The Company Issuer shall: : (i) as soon as practicable, but not later than 90 days after the date hereof (the "Resale “Shelf Filing Deadline"”), cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale “Shelf Registration Statement"”), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(c2(b) hereof; ; (ii) use its best efforts to cause such Resale the Shelf Registration Statement to be declared effective by the Commission on or before 150 as promptly as reasonably practicable, but in no event later than 210 days after the date hereofhereof (the “Effectiveness Target Date”); and and (iii) use its best efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, Agreement and to ensure that it (B) conforms with the requirements of this Agreement, Agreement and the Securities Act and the policies, rules and regulations of the Commission promulgated thereunder as announced from time to time, until, subject to time for a period (the provisions “Effectiveness Period”) of: (A) two years following the last date of Section 4(b)(ioriginal issuance of Notes; or (B) hereof, such time as no Notes remain shorter period that will terminate when (x) all of the Holders of Transfer Restricted SecuritiesSecurities are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto, (y) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (z) all Transfer Restricted Securities registered under the Shelf Registration Statement have been sold. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale the Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company Issuer in writing, within 10 prior to or on the 20th Business Days Day after receipt of a request therefortherefor (the “Questionnaire Deadline”), such information as the Company Issuer may reasonably request for use in connection with such Resale the Shelf Registration Statement or the Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. In connection with all such requests for information from Holders of Transfer Restricted Securities, the Issuer shall notify such Holders of the requirements set forth in the preceding sentence. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested informationinformation prior to or on the Questionnaire Deadline. Each Holder as to which any Resale the Shelf Registration Statement is being effected agrees to furnish promptly to the Company Issuer all information required to be disclosed in order to make the information previously furnished to the Company Issuer by such Holder not materially misleading.

Shelf Registration. (aIf the Company is not required to file a Registration Statement with respect to the Registered Exchange Offer pursuant to Section 3(a) The Company shall: (i) as soon as practicablehereof, but not later than 90 days after the date hereof (the "Resale Shelf Filing Deadline"), cause to be filed a shelf registration statement then pursuant to Rule 415 under the Securities Act Act, the Company shall file a "shelf" registration statement (the "Resale Shelf Registration StatementSHELF REGISTRATION STATEMENT"), which Resale Shelf Registration Statement shall provide for resales of ) relating to all then outstanding Transfer Restricted Securities held by Holders that Securities, the holders of which shall have provided the information required pursuant to Section 2(c6(a)(i) hereof; and (ii) hereof within the time specified in such section, and shall use its reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by as promptly as practicable thereafter. Subject to the date that is one year after proviso contained in Section 6(b)(x), the Closing Date (the "First Conversion Date") and (iii) Company shall use its reasonable best efforts to keep such Conversion Shelf Registration Statement continuously effective until and to prevent the earlier happening of (Aany event described in Section 6(b)(iv)(D) hereof for a period of two years following the date on which such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effectivebecomes effective under the Act (as may be extended pursuant to Section 6 hereof) or shorter period terminating when all Transfer Restricted Securities either (i) have been sold pursuant to the Shelf Registration Statement or (ii) have ceased to be Transfer Restricted Securities pursuant to clause (c) of the definition of Transfer Restricted Securities. Subject to the proviso contained in Section 6(b)(x), upon the occurrence of any event that would cause the Shelf Registration Statement (i) to contain a material misstatement or omission or (ii) not to be effective and usable for resale of Transfer Restricted Securities during the period that such Shelf Registration Statement is required to be effective and usable, the Company shall promptly file an amendment to the Shelf Registration Statement, in the case of clause (i), correcting any such misstatement or omission, and in the case of clauses (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, and (ii) ), use its reasonable best efforts to cause such registration statement amendment to become be declared effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information become usable as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder soon as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingpracticable thereafter.

Shelf Registration. (a) The Company shall: (i) as soon as practicable, but not later than 90 days after the date hereof (the "Resale Shelf Filing Deadline"), shall use its best efforts to cause to prepare and file with the SEC a “Shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be filed made on a shelf registration statement continuous basis pursuant to Rule 415 under the Securities Act on or prior to thirty (30) days from the "Resale Shelf Registration Statement"date hereof (such date of actual filing, the “Filing Date”), which Resale Shelf . The Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided be on Form S-3 (or if such form is not available to the information required pursuant Company, on such other form as is then available to Section 2(cthe Company) hereof; and shall contain (ii) use its best efforts to cause such Resale Shelf Registration Statement to be declared effective except if otherwise directed by the Commission on or before 150 days after Purchasers) a “Plan of Distribution” substantially in the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended form attached hereto as required by the provisions of Section 4(b) hereof Exhibit E. Each Purchaser will furnish to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this AgreementCompany, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations within five days of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (alsoClosing, a "Conversion Shelf Registration Statement") with respect to completed questionnaire in the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time form set forth as all Conversion Shares covered by such registration statement have been resold pursuant theretoExhibit D hereto. The Company further Each Purchaser agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until promptly update such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed questionnaire in order to make the information previously furnished to the Company by such Holder Purchaser not materially misleading. The Registration Statement shall register the Registrable Securities for resale by the holders thereof. (b) The Company shall use its best efforts to cause the Registration Statement to be declared effective by the SEC on or prior to the 90th day following the Closing, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the earliest of (i) the second anniversary of the Closing, (ii) the date when all Registrable Securities covered by such Registration Statement have been sold or (iii) the date upon which all of the Shares and the shares of Common Stock issuable upon the exercise of the Warrants, assuming net exercise of the Warrants pursuant to the provisions thereof, may be sold in any three month period in reliance on Rule 144 (such later date, the “Effectiveness Period”). (c) The Company shall request effectiveness of the Registration Statement (and any post-effective amendments thereto) within five (5) business days following the Company’s receipt of notice from the SEC that the Registration Statement will not be reviewed by the SEC or that the SEC has completed its review of such Registration Statement and has no further comments. The Company shall request effectiveness of the Registration Statement (and any post-effective amendments thereto) at 5:00 p.m., Eastern time, on the effective date and use its commercially reasonable efforts to deliver the Prospectus (or any supplements thereto), which delivery may be made electronically, by 8:00 a.m. Eastern time on the first business day after such effective date. The Company shall use commercially reasonable efforts to file the Prospectus with the SEC by 8:00 a.m. Eastern time on the first business day after such effective date. (d) Upon the occurrence of any Event (as defined below), as partial relief for the damages suffered therefrom by the Purchasers (which remedy shall not be exclusive of any other remedies which are available at law or in equity; and provided further that the Purchasers shall be entitled to pursue an action for specific performance of the Company’s obligations under Paragraph (2)(b) above and any such actions at law, in equity, for specific performance or otherwise shall not require the Purchaser to post a bond), the Company shall pay to each Purchaser, as liquidated damages and not as a penalty (it being agreed that it would not be feasible to ascertain the extent of such damages with precision), such amounts and at such times as shall be determined pursuant to this Paragraph (2)(d). For such purposes, each of the following shall constitute an “Event”: (i) the Filing Date does not occur on the date 30 days after the Closing Date (such date is defined herein as the “Filing Default Date”), in which case the Company shall pay to each Purchaser an amount in cash equal to: (A) one percent (1.0%) of the aggregate purchase price paid by such Purchaser for the first 30-day period following such Filing Default, on a pro-rata basis for any portion of such 30-day period; and (B) for each successive 30-day period thereafter or any portion thereof until the Filing Date, one percent (1.0%) of the aggregate purchase price paid by such Purchaser, on a pro-rata basis for any portion of such 30-day period, to be paid at the end of each 30-day period; or (ii) the Registration Statement is not declared effective on or prior to the date that is 90 days after the Closing Date (the “Required Effectiveness Date”), in which case the Company shall pay to each Purchaser an amount in cash equal to: (A) for the first 30 days after such 90th day, one percent (1.0%) of the aggregate purchase price paid by such Purchaser, on a pro-rata basis for any portion of such 30-day period; and (B) for each successive 30-day period thereafter until the Registration Statement is deemed effective, one percent (1.0%) of the aggregate purchase price paid by such Purchaser, on a pro rata basis for any portion of such 30-day period, at the end of each 30-day period. The payment obligations of the Company under this Section E(2)(d) (i) shall be cumulative, and (ii) notwithstanding any of the above or any other provision set forth in this Agreement, shall not exceed, in the aggregate (including pursuant to the last sentence of Section E(3)(g)), 10% of the aggregate purchase price paid by such Purchaser.

Shelf Registration. (a) The Company shall: (i) as soon as practicable, but not later than shall within 90 days after of the date hereof (of original issuance of the "Resale Shelf Filing Deadline")Notes, cause to be filed a shelf registration statement pursuant to Rule 415 under file with the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement Commission and thereafter shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by under the Commission Act on or before 150 prior to 180 days (plus any additional days allowed as a result of a Supplemental Delay Period) after the date hereof; of original issuance of the Notes, a Shelf Registration Statement relating to the offer and (iii) sale of the Transfer Restricted Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement. The Company shall use its best efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date of original issuance of the Notes or such shorter period that will terminate when (i) all the Transfer Restricted Securities covered by the provisions of Section 4(b) hereof Shelf Registration Statement have been sold pursuant to the extent necessary Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to ensure that it is available for resales the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities entitled covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, (ii) such action is taken by the benefit Company in good faith and for valid business reasons (not including avoidance of this Agreementthe Company's obligations hereunder), and to ensure that it conforms including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i4(h) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and if applicable or (iii) use its best efforts such action is taken because of any fact or circumstance giving rise to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereofSupplemental Delay Period. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

Shelf Registration. (a) The Company shall: (i) as soon as practicable, but not later than 90 days after has prepared and filed with the date hereof (SEC a Registration Statement on Form F-1 covering the "Resale Shelf Filing Deadline"), cause resale of the Registrable Securities for an offering to be filed made on a shelf registration statement continuous basis pursuant to Rule 415 415, which Registration Statement was declared effective under the Securities Act by the SEC on March 11, 2009 (the "Resale Shelf Registration StatementEffectiveness Date"). Subject to the terms of this Shareholders' Agreement, which Resale Shelf Registration Statement the Company shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 days after the date hereof; and (iii) use its reasonable best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, effective under the Securities Act and until the policiesdate on which (A) all Registrable Securities (i) have been sold, rules and regulations of the Commission or (ii) may be sold without volume restrictions pursuant to Rule 144(k), as announced from time to time, until, subject determined by counsel to the provisions Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to SOF and to the Company's transfer agent and (B) after receipt by SOF of Section 4(b)(i) hereofunlegended certificates representing freely transferable Shares from the transfer agent (the "Effectiveness Period"). After receipt of such opinion letter, all Parties agree to use reasonable best efforts to cooperate in providing the transfer agent with all documents reasonably necessary for delivery of such time as no Notes remain Transfer Restricted Securitiesunlegended certificates. (b) The Company shall: (i) cause If after the Effectiveness Date, a Registration Statement or Statements, as the case may be, ceases or cease for any reason to remain continuously effective as to all Registrable Securities for which it or they is or are required to be filed a registration statement effective, or SOF is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, in either case, for more than thirty (the 30) consecutive Trading Days or more than an aggregate of sixty (60) Trading Days during any twelve (12) month period (which need not be consecutive calendar days) (any such failure or event being referred to as an "Conversion Shelf Registration StatementEvent") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date), (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date then APWC and PEWC agree that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that SOF will suffer irreparable damages if the Company determines that, notwithstanding fails to meet its best effortsobligations in this Section 6.1 and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Commission will Put Right described in Section 6.6 hereof shall become immediately exercisable upon the occurrence of any such Event and shall continue so long as such Event has not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereofcured. (c) No Holder From and after the date of Transfer Restricted Securities may include any this Shareholders' Agreement until the end of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Effectiveness Period, without the prior written consent of SOF, which consent shall not be unreasonably withheld or delayed, the Company in writing, within 10 Business Days after receipt shall not enter into an agreement that grants a holder or prospective holder of a request therefor, such information as any securities of the Company may reasonably request for use demand or incidental registration rights that by their terms are not subordinate to or pari passu with the registration rights granted to SOF in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingthis Shareholders' Agreement.

Shelf Registration. (a) At such time as the Company is eligible to use Form F-3 under the Securities Act (or any successor form) for sales of Registrable Common Shares by a Holder, at the request of Holders of the lesser of (x) 5% of the Registrable Common Shares (without reduction for Common Shares that cease to be Registrable Common Shares) and (y) Registrable Common Shares having an aggregate market value of at least $10 million, the Company shall use its commercially reasonable efforts to effect, as expeditiously as possible, the registration under the Securities Act of any number of Registrable Common Shares for which it receives requests in accordance with this Section 3 (the “Shelf Registration”). The Company shall: shall use its commercially reasonable best efforts to cause such Registration Statement to become effective as promptly as practicable and maintain the effectiveness of such Registration Statement (subject to the terms and conditions herein) for a period ending on the earlier of (i) as soon as practicable, but not later than 90 days after three years following the date hereof on which such Registration Statement first becomes effective (but one year if the "Resale Company is not able to use Form F-3 under the Securities Act (or any successor form)) and (ii) the date on which all Registrable Common Shares covered by such Registration Statement have been sold and the distribution contemplated thereby has been completed or have become freely tradeable pursuant to Rule 144 without regard to volume. (b) The Shelf Filing Deadline")Registration Statement pursuant to this Section 3 shall to the extent possible under applicable law, cause be effected to be filed permit sales on a shelf registration statement continuous basis pursuant to Rule 415 under the Securities Act (Act. Any takedown under the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to this Section 2(c3 may or may not be underwritten; provided, however, that (i) hereof; Holders may request any underwritten takedown only to be effected as a Demand Registration (in which event, unless such Demand Registration would not require representatives of the Company to meet with prospective purchasers of the Company’s securities, a Demand Registration must be available thereunder and the number of Demand Registrations available shall be reduced by one under Section 2(b)) or (ii) use its best efforts Holders may request an unlimited number of underwritten takedowns to cause such Resale be effected in accordance with the terms of Section 4. The Company shall be entitled to effect the Shelf Registration Statement to be declared effective by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is any available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration form under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereofAct. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within Within 10 Business Days after receipt of a any such request thereforfor the Shelf Registration, such information as the Company shall give written notice of such request to all other Holders of Registrable Common Shares and shall include in such registration all such Registrable Common Shares with respect to which the Company has received written requests for inclusion therein within 15 Business Days after the receipt of the Company’s notice. (d) The number, percentage, fraction or kind of shares referred to in this Section 3 shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange or distribution in respect of the shares of Common Stock. (e) The Company, and any other holder of the Company’s securities who has registration rights, may reasonably request for use include its securities in connection with such Resale any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages effected pursuant to this Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading3.

Shelf Registration. (a) The Company shall: : (i) use its reasonable best efforts to cause to be filed as soon promptly as practicable, but in any event not later than 90 30 days after the date hereof (the "Resale “Shelf Filing Deadline"”), cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act on Form S-3 (the "Resale “Shelf Registration Statement"”), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(c2(b) hereofhereof (in the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form; provided, that the Company shall undertake to register the Transfer Restricted Securities on Form S-3 as soon as such form is available, provided, further, that the Company shall maintain the effectiveness of the Shelf Registration Statement then in effect until such time as a Shelf Registration Statement on Form S-3 covering the Transfer Restricted Securities has been declared effective by the SEC); (ii) use its best reasonable efforts to cause such Resale the Shelf Registration Statement to be declared effective by the Commission on or before 150 not later than: (a) if the Shelf Registration Statement receives a “no-review” status from the Commission, 90 days after the date hereof, or (b) if the Shelf Registration Statement is reviewed by the Commission, 120 days after the date hereof (the “Effectiveness Target Date”); and and (iii) subject to Section 4(b)(i) hereof, use its best reasonable efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled entitled, subject to Section 2(b), to the benefit of this Agreement, Agreement and to ensure that it (B) conforms with the requirements of this Agreement, Agreement and the Securities Act and the policies, rules and regulations of the Commission promulgated thereunder as announced from time to time, until, subject to for a period (the provisions “Effectiveness Period”) until the earliest of: (1) two years following the date hereof; (2) the date when the Holders of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted SecuritiesSecurities are able to sell all such Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto; or (3) the date when all of the Transfer Restricted Securities are registered under the Shelf Registration Statement and disposed of in accordance with the Shelf Registration Statement. (b) The Company shall: At the time the Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date five (i5) cause Business Days prior to such time of effectiveness shall be filed named as a registration statement selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the Company’s security holders (other than the "Conversion Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of If the Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities may include registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within fifteen (15) days of its such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof. (d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Holders or by the Trustee on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement. (e) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(e) and Section 4(b). Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Selling Securityholder Questionnaire to the Company at least five (5) Business Days prior to the effectiveness of the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective, the Company shall, within a reasonably practicable period of time after the date a Selling Securityholder Questionnaire is delivered, and in any event within the later of ten (10) Business Days after such date or ten (10) Business Days after the expiration of the Suspension Period (1) in effect when the Notice and Questionnaire is delivered or (2) put into effect within ten (10) Business Days of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Selling Securityholder Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable efforts to cause any Resale such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is thirty (30) days after the date such post-effective amendment is filed; and (ii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i); provided that if such Selling Securityholder Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Selling Securityholder Questionnaire and shall take the actions set forth in clauses (i) and (ii) above upon expiration of the Suspension Period in accordance with Section 4(b). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) Business Days from the expiration of a Suspension Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date; and provided further, that after the date of effectiveness of the Shelf Registration Statement, the Company shall not be obligated to file more than one post-effective amendment in any 60-day period (measured from the date any previous post-effective amendment has been filed, or in the case of the first post-effective amendment, the date the first Selling Securityholder Questionnaire is delivered to the Company after the date of effectiveness) for the purpose of naming Holders as selling securityholders who were not so named in the Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to at the Company in writing, within 10 Business Days after receipt time of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingeffectiveness.

Shelf Registration. (a) The Company shall: : (i) as soon as practicable, but not later than 90 days after the date hereof (the "Resale “Shelf Filing Deadline"”), cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale “Shelf Registration Statement"”), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of and within the period specified by Section 2(c2(b) hereof; ; (ii) use its best commercially reasonable efforts to cause such Resale the Shelf Registration Statement to be declared effective by the Commission on or before 150 not later than 180 days after the date hereofhereof (the “Effectiveness Target Date”); and and (iii) use its best commercially reasonable efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled entitled, subject to Section 2(b) and Section 2(e), to the benefit of this Agreement, Agreement and to ensure that (B) it conforms with the requirements of this Agreement, Agreement and the Securities Act and the policies, rules and regulations of the Commission promulgated thereunder as announced from time to time, until, subject for a period (the “Effectiveness Period”) until the earliest to occur of: (1) two years after the provisions last date of Section 4(b)(ioriginal issuance of any of the Debentures; (2) hereof, such time as no Notes remain the date when all of the Transfer Restricted SecuritiesSecurities have ceased to be outstanding (whether as result of redemption, repurchase and cancellation, conversion or otherwise); (3) the date when all of the Transfer Restricted Securities are disposed of pursuant to a Shelf Registration Statement or pursuant to Rule 144 under the Securities Act (or any other similar provision then in effect). (b) The Company shall: shall furnish a written notice to each Holder of the Transfer Restricted Securities at least 15 business days before filing of the Shelf Registration Statement and inform each Holder that to have its Transfer Restricted Securities included in the Shelf Registration Statement it must deliver a completed Notice and Questionnaire to the Company. Subject to Section 2(e), at the time the Shelf Registration Statement is declared effective, each Holder that has delivered a completed Notice and Questionnaire to the Company (ia “Notice Holder”) cause on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be filed named as a registration statement selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the Company’s securityholders (other than the "Conversion Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement". (c) covering Except as provided in Section 2(e) and Section 4(b), if the issuance Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective or fails to be usable for resale of Transfer Restricted Securities in accordance with this Agreement for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall, subject to the Company’s right to declare a Suspension Period, as promptly as possible amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the Conversion Shares upon conversion order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the Notes prior to the one year anniversary securities that as of the Closing Datedate of such filing are Transfer Restricted Securities and eligible to be included under Section 2(e) ( a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, (ii) the Company shall use its best commercially reasonable efforts to cause such Conversion the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or Subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period in accordance with the provisions of this Agreement relating to the Shelf Registration Statement. (d) Subject to Section 2(e) and Section 4(b), the Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchaser or by the Trustee on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement. (e) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(e), and the procedures set forth in Section 4 hereof. Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus must deliver a Notice and Questionnaire to the Company. In order to be named as a selling securityholder in the Prospectus at the time of effectiveness of the Shelf Registration Statement, the Notice and Questionnaire must be delivered at least ten (10) Business Days prior to the effectiveness of the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective the Company shall, upon the later of (x) fifteen (15) Business Days after the date a Notice and Questionnaire is delivered or (y) fifteen (15) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within fifteen (15) Business Days of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is one year forty-five (45) days after the Closing Date date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(e)(i) hereof; and (iii) notify such Holder as promptly as practicable after the "First Conversion Date"effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i) hereof; provided that if such Notice and Questionnaire is delivered during a Suspension Period or a Suspension Period begins within fifteen (15) Business Days after the delivery of such Notice and Questionnaire, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) use its best efforts above within fifteen (15) Business Days after the expiration of the Suspension Period in accordance with Section 4(b); provided, further, that the Company shall not be required to keep such Conversion file more than one amendment to the Shelf Registration Statement continuously effective until or supplement to the earlier Prospectus for the Holders pursuant to this Section 2(e) during any fiscal quarter of (A) the Company, and with respect to the first fiscal quarter of a year, shall file any such time as all Notes have been converted into Conversion Shares amendment or redeemed supplement concurrently with the filing of the Company’s Annual Report on Form 10-K for the previous fiscal year during such quarter, and (B) August 15with respect to the second, 2009; providedthird and fourth fiscal quarters of a year shall file concurrently with the filing of the Company’s Quarterly Report on Form 10-Q during such fiscal quarter, that or if a Suspension Period is in effect on the Company determines thatdate of such filing, notwithstanding its best efforts, within 15 Business Days after the Commission will not declare expiration of such Conversion Shelf Registration Statement effectiveSuspension Period. Notwithstanding anything contained herein to the contrary, the Company shall (i) file be under no obligation to name any Holder that is not a registration statement (also, Notice Holder as a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities selling securityholder in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingrelated Prospectus.

Shelf Registration. (a) The Company shall: (i) as As soon as practicable, but reasonably practicable after the Effective Date and in any event not later than 90 seventy five (75) days after the date hereof Effective Date, the Company shall file a Registration Statement for a Shelf Registration on Form S-1 covering the resale of all of the Registrable Securities on a delayed or continuous basis (the "Resale Shelf Filing Deadline"“Form S-1 Shelf”), cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement . The Company shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its reasonable best efforts to cause such Resale Shelf Registration Statement to be declared become effective as promptly as practicable. In the event that the Company becomes eligible to use Form S-3, the Company shall use its reasonable best efforts to convert the Form S-1 Shelf to a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf” and, together with the Form S-1 Shelf, the “Shelf”) as soon as practicable after the Company becomes so eligible. The Company shall use its reasonable best efforts to keep the Shelf continuously effective under the Securities Act until there are no longer any Registrable Securities, including, to the extent a Form S-1 Shelf was converted to a Form S-3 Shelf and the Company thereafter became ineligible to use Form S-3, by the Commission on or before 150 filing a Form S-1 Shelf not later than forty five (45) days after the date hereofof such ineligibility and using its reasonable best efforts to have such Registration Statement declared effective as promptly as practicable (but in no event more than sixty (60) days after the date of such filing, unless it is not practicable to do so due to circumstances directly relating to the review of Registration Statement by the Commission); provided, however, and (iii) without limitation to Section 2(a)(viii), with respect to Registrable Securities held by any Holder, who together with its Affiliates, beneficially owns less than 5% of the outstanding shares of Company Common Stock, the Company shall not be obligated to use its reasonable best efforts to keep such Resale the Shelf continuously effective under the Securities Act at any time after the second (2nd) anniversary of the Effective Date and before the WKSI Date (the period during which the Company shall use its reasonable best efforts to keep the Shelf continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). (ii) At any time during which the Shelf Registration Statement continuously effectiveor Automatic Shelf Registration Statement is effective (or in connection with its initial effectiveness), supplemented and amended as required by any one or more of the provisions eligible Holders of Section 4(b) hereof Registrable Securities may request to sell all or any portion of their Registrable Securities in an underwritten offering that is registered pursuant to the extent necessary Shelf (each, an “Underwritten Shelf Takedown”); provided that in the case of each such Underwritten Shelf Takedown such Holder or Holders will be entitled to ensure that it make such demand only if the total offering price of the shares to be sold in such offering (including piggyback shares and before deduction of underwriting discounts) is available reasonably expected to exceed, in the aggregate, $50 million. (iii) All requests for resales Underwritten Shelf Takedowns shall be made by giving written notice to the Company (the “Shelf Takedown Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. Subject to Section 2(i) below, within three (3) days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders of Transfer Restricted Registrable Securities entitled to (the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until“Company Notice”) and, subject to the provisions of Section 4(b)(i2(a)(iv) hereofand Section 2(i) below, shall include in such time as no Notes remain Transfer Restricted SecuritiesUnderwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after giving the Company Notice. (biv) The If the managing underwriters for such Underwritten Shelf Takedown advise the Company shall: (i) cause that in their reasonable view, or, if such managing underwriters are unwilling to so advise the Company, if the Company concludes after consultation with such managing underwriters and the Holders of Registrable Securities proposed to be filed included in such Underwritten Shelf Takedown that in the Company’s reasonable view, the number of shares of Company Common Stock proposed to be included in such Underwritten Shelf Takedown exceeds the number of shares of Company Common Stock which can be sold in an orderly manner in such offering within a registration statement (price range acceptable to the "Conversion Shelf Registration Statement") covering the issuance Holders of a majority of the Conversion Shares upon conversion Registrable Securities requested to be included in the Underwritten Shelf Takedown, then the Company shall so advise all Holders of Registrable Securities proposed to be included in such Underwritten Shelf Takedown, and shall include in such Underwritten Shelf Takedown the Notes prior to number of shares of Company Common Stock which can be so sold in the one year anniversary following order of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of priority: (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best effortsfirst, the Commission will not declare Registrable Securities requested to be included in such Conversion Underwritten Shelf Registration Statement effectiveTakedown, which in the Company shall (i) file a registration statement (alsoview of such underwriters or the Company, a "Conversion Shelf Registration Statement") with respect to as applicable, can be sold in an orderly manner within the resale price range of Conversion Shares before such offering, pro rata among the one year anniversary respective Holders of such Registrable Securities on the basis of the Closing Date, (ii) use its best efforts number of Registrable Securities requested to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until by each such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.Holder, and

Shelf Registration. (a) The Company shall: (i) as soon as practicable, but not later than 90 days Promptly after the date hereof (and in any event on or before July 21, 1999, the "Resale Shelf Filing Deadline"), Issuer shall cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement shall provide providing for resales the sale by the Holders of all Transfer Restricted of the Warrant Securities held by Holders that have provided in accordance with terms hereof, and the information required pursuant to Section 2(c) hereof; (ii) Issuer will use its best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Securities and Exchange Commission (the "SEC") on or before 150 days after the date hereof; and (iii) August 21, 1999. The Issuer agrees to use its best efforts to keep such Resale the Shelf Registration Statement with respect to the Warrant Securities continuously effective, supplemented effective so long as any Holder holds Warrant Securities until such time as each Holder has received an opinion of counsel to the Issuer (which opinion and amended counsel shall be satisfactory to the Holders) to the effect that each such Holder is permitted under Rule 144 to the dispose of all of its Warrant Securities without such registration. The Issuer further agrees to amend the Shelf Registration Statement if and as required by the provisions of Section 4(b) hereof rules, regulations or instructions applicable to the extent necessary to ensure that it is available for resales registration form used by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, Issuer for such Shelf Registration Statement or by the Securities Act and the policies, or any rules and regulations of thereunder; provided, however, that the Commission as announced from time Issuer shall not be deemed to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use have used its best efforts to keep such Conversion the Shelf Registration Statement continuously effective until if it voluntarily takes any action that would result in selling Holders not being able to sell Warrant Securities covered thereby, unless such action is permitted by this Agreement or required under applicable law or the earlier Issuer has filed a post-effective amendment to the Shelf Registration Statement and the SEC has not declared it effective. The registration pursuant to this Section 2 shall be effected by the filing of a Shelf Registration Statement on Form S-1 or Form S-3 (A) such time as all Notes provided that if Form S-3 is used, the Prospectus shall contain the information that would have been converted into Conversion Shares required to be included therein had Form S-1 been used) or redeemed and (B) August 15, 2009on Form SB-2; provided, however, that if the Company determines that, notwithstanding its best effortsintended method of disposition by the Holders is to be an underwritten offering, the Commission will not declare Issuer shall use such Conversion Shelf form of Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect as is acceptable to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereofunderwriters. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

Shelf Registration. (a) The Company shall: (i) as soon as practicable, but not no later than 90 120 calendar days after following the date hereof (Closing Date, file with the "Resale Shelf Filing Deadline"), cause to be filed Commission a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and, thereafter, shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause such Resale Shelf Registration Statement to be declared effective by under the Commission Act no later than 180 calendar days following the Closing Date; provided, however, that the Company may, upon written notice to all Electing Holders, postpone having the Shelf Registration Statement declared effective for a reasonable period not to exceed 90 days if the Company possesses material non-public information, the disclosure of which would have a material adverse effect on the Company and its subsidiaries taken as a whole; provided, further, however, that no Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or before 150 days after to use the date hereof; and Prospectus forming a part thereof for resales of Registrable Securities unless such Holder is an Electing Holder. (iiib) The Company shall use its reasonable best efforts efforts: (i) to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b3(j) hereof hereto, in order to permit the Prospectus forming a part thereof to be usable by Holders until the earliest of (1) the sale of all Registrable Securities registered under the Shelf Registration Statement; (2) the expiration of the period referred to in Rule 144(k) of the Act with respect to all Registrable Securities held by Persons that are not Affiliates of the Company; (3) two years from the last date of original issuance of any Registrable Securities; and (4) the date when there are no Registrable Securities outstanding (such period being referred to herein as the "Effectiveness Period"). (ii) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any Holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such Holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this subparagraph shall relieve such Holder of the obligation to return a completed and signed Notice and Questionnaire to the extent necessary Company in accordance with Section 3(a)(ii) hereof; and (iii) if at any time the Securities, pursuant to ensure the Indenture, are convertible into securities other than Common Stock, to cause, or to cause any successor under the Indenture to cause, such securities to be included in the Shelf Registration Statement no later than the date on which the Securities may then be convertible into such securities. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Effectiveness Period if the Company voluntarily takes any action that it is available for resales by the would result in Holders of Transfer Restricted Registrable Securities entitled covered thereby not being able to offer and sell any of such Registrable Securities during that period, unless such action is (A) required by applicable law and the benefit of this Agreement, and to ensure that it conforms Company thereafter promptly complies with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(iparagraph 3(j) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares below or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (ipermitted pursuant to Section 2(c) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereofbelow. (c) No Holder The Company may suspend the use of Transfer Restricted Securities may include any of its Transfer Restricted Securities the Prospectus for a period not to exceed 45 days in any Resale Shelf Registration Statement pursuant 90-day period or an aggregate of 120 days in any 360-day period, during the period beginning on the issue date and ending on or prior to this Agreement unless the second anniversary of the last issue date of any Debentures (each, a "Suspension Period") if the Company shall have determined in good faith that because of valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, pending corporate developments and until similar events, it is in the best interests of the Company to suspend such Holder furnishes use, and prior to suspending such use the Company provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension. Each Holder, by its acceptance of the Securities, agrees to hold any such communication by the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingconfidence.

Shelf Registration. (a) The Company shall: , at its cost, prepare and file not later than March 4, 2001 with the Securities and Exchange Commission (ithe "COMMISSION") and thereafter use all commercially reasonable efforts to cause to be declared effective as soon as practicable, but not later than 90 days after the date hereof June 3, 2002, a registration statement on Form S-3 (the "Resale SHELF REGISTRATION STATEMENT" relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Filing Deadline"), cause to be filed a shelf registration statement pursuant to Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Resale Shelf Registration StatementSECURITIES ACT") (hereinafter, the "SHELF REGISTRATION"); provided, which Resale however, that no Holder (other than the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause unless such Resale Shelf Registration Statement Holder agrees in writing to be declared effective bound by all the Commission on or before 150 days after the date hereof; and provisions of this Agreement applicable to such Holder. (iiia) The Company shall use its best all commercially reasonable efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by effective in order to permit the provisions of Section 4(bprospectus included therein (the "PROSPECTUS") hereof to the extent necessary to ensure that it is available for resales be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer Transfer Restricted Securities entitled (as defined in Section 5(d)) (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used all commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and contemplated by Section 2(b)(v) below. (b) Notwithstanding any other provisions of this Agreement to the benefit contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of this Agreementthe effective date of the Shelf Registration Statement, and amendment or supplement, (i) to ensure that it conforms comply in all material respects with the applicable requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, and (ii) use its best efforts not to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration contain any untrue statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement material fact or Prospectus or preliminary Prospectus included therein and in any application omit to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information a material fact required to be disclosed stated therein or necessary in order to make the information previously furnished to statements therein, in light of the Company by such Holder circumstances under which they were made, not materially misleading.

Shelf Registration. (a) The Company shall: , at its cost, prepare and use its best efforts to file with the Securities and Exchange Commission (ithe "Commission") as soon as practicable, but not later than within 90 days after the first date hereof of issuance of the Initial Securities, and thereafter use its best efforts to cause to be declared effective no later than 180 calendar days after the first date of issuance of the Initial Securities a registration statement on Form S-3 (the "Resale Shelf Filing Deadline"), cause Registration Statement" relating to be filed a shelf registration statement pursuant the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Resale Securities Act") (hereinafter, the "Shelf Registration StatementRegistration"); provided, which Resale however, that no Holder (other than an Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; unless such Holder is an Electing Holder (ii) use its best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securitiesdefined below). (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) shall use its best efforts to keep such Conversion the Shelf Registration Statement continuously effective until in order to permit the earlier prospectus included therein (the "Prospectus") to be lawfully delivered by the Electing Holders of the relevant Securities, for a period of two years (Aor for such longer period if extended pursuant to Section 2(i) below) from the date of its effectiveness or such time as shorter period that will terminate when all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, Securities covered by the Commission will not declare such Conversion Shelf Registration Statement effectiveare no longer Transfer Restricted Securities (in any such case, such period being called the "Shelf Registration Period"). The Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect be deemed not to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such registration statement continuously effective until Securities pursuant to the earlier of Shelf Registration Statement during that period, unless such action is (Ai) required by applicable law or (ii) taken by the date on which all Notes can be resold Company in good faith and contemplated by holders thereof without restrictions and without registration under the Securities Act Section 2(c)(v) and (Bvi) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The below, and the Company further agrees to supplement and amend thereafter complies with the Conversion Shelf Registration Statement, as required by the applicable provisions requirements of Section 4(b) hereof2(i). (c) No Holder Notwithstanding any other provisions of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale this Agreement to the contrary, the Company shall cause the Shelf Registration Statement pursuant and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to this Agreement unless comply in all material respects with the applicable requirements of the Securities Act and until such Holder furnishes the rules and regulations of the Commission and (ii) not to the Company in writing, within 10 Business Days after receipt contain any untrue statement of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement material fact or Prospectus or preliminary Prospectus included therein and in any application omit to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information a material fact required to be disclosed stated therein or necessary in order to make the information previously furnished to statements therein, in light of the Company by such Holder circumstances under which they were made, not materially misleading.

Shelf Registration. (a) The Company shall: If, because of any changes in law, Commission rules or regulations or applicable interpretations thereof by the staff of the Commission, the Operating Partnership is not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason the Exchange Offer is not consummated within 180 days after the original issue of the Registrable Securities, or (iii) if a Holder is not permitted to participate in the Exchange Offer or does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer (other than due solely to the status of such holder as an affiliate of the Operating Partnership within the meaning of the Securities Act or as a broker dealer), then in case of each of clauses (i) as soon through (iii) the Operating Partnership shall (x) promptly deliver to the holders written notice thereof and (y) at the Operating Partnership's sole expense: (i) As promptly as practicable, (but not later in no event more than 90 60 days after the date hereof (the "Resale Shelf Filing Deadline"), cause to be filed a shelf registration statement so required or requested pursuant to Rule 415 under this Agreement) file with the Securities Act (the "Resale Shelf Registration Statement")Commission, which Resale Shelf Registration Statement and thereafter shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 as promptly as practicable but no later than 180 days after the original issue of the Registrable Securities, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; (ii) Use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date hereofthe Shelf Registration Statement is declared effective by the Commission, or for such shorter period that will terminate when all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein; and (iii) Notwithstanding any other provisions hereof, use its best efforts to keep such Resale ensure that (i) any Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, any amendment thereto and to ensure that it conforms any Prospectus forming part thereof and any supplement thereto complies in all material respects with the requirements of this Agreement, the Securities Act and the policies, rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Commission statements therein not misleading, and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as announced amended or supplemented from time to time), untildoes not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, subject to in light of the provisions of Section 4(b)(i) hereofcircumstances under which they were made, such time as no Notes remain Transfer Restricted Securitiesnot misleading. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Registrable Securities may shall be entitled to include any of its Transfer Restricted Registrable Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company Operating Partnership in writing, writing within 10 Business Days 15 days after receipt of a request therefor, such information as the Company may Operating Partnership may, after conferring with counsel, reasonably request for use inclusion in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.any

Shelf Registration. resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and (ax) The Company shall: the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder and (iy) as soon as practicable, but such prospectus is not later than 90 days after the date hereof (the "Resale Shelf Filing Deadline"), cause promptly amended or modified in order to be filed suitable for use in connection with such resales for such holder and all similarly situated holders or (c) it is a shelf registration statement pursuant broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company, (iv) the holders of a majority of the Notes may not resell the Exchange Notes acquired by them in the Exchange Offer to Rule 415 the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws or (v) the Exchange Offer shall not have been consummated within 13 months after the Issue Date (the date of any of (i)- (v), the "Resale Shelf Registration StatementEvent Date"), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided then the information required pursuant to Section 2(c) hereof; (ii) Company shall, at its cost, use its best efforts to cause such Resale to be filed a Shelf Registration Statement prior to the later of (A) 30 days after the Shelf Registration Event Date or (B) 13 months after the Issue Date and use its best efforts to cause the Shelf Registration Statement to be declared effective by the Commission SEC on or before 150 prior to 90 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested informationobligation arises. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required with respect to be disclosed in order such Holder necessary to make the any information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective for a period of two years from the Issue Date (subject to extension pursuant to the last paragraph of Section 3 hereof) (or such shorter period that will terminate when all of the Transfer Restricted Notes covered by such Shelf Registration Statement have been sold pursuant thereto) or cease to be outstanding (the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. The Company shall not permit any securities other than Transfer Restricted Notes to be included in the Shelf Registration. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) The Company shall: (i) as soon as practicableSubject to the limitations set forth in this ------------------ Agreement, but not later than 90 sixty (60) calendar days after the date hereof (termination of the "Resale Shelf Filing Deadline"Merger Agreement pursuant to its terms by one of the parties thereto other than by the Company pursuant to Section 10.2(c), cause the Company will file a Registration Statement for an offering to be filed made on a shelf registration statement continuous basis pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement")) covering the Holder's sale, which Resale Shelf Registration Statement from time to time or any time (in public sales, negotiated sales, or otherwise) up to all of the Restricted Shares and thereafter shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its reasonable best efforts to cause such Resale the Shelf Registration Statement to be declared effective as soon as practicable following such filing and to maintain such effectiveness for a period of at least three (3) years from the effective date thereof; provided, however, that the Company shall have the right to prohibit -------- ------- the sale of Common Stock pursuant to the Shelf Registration Statement, upon notice to the Holder if in the opinion of counsel for the Company, the Company would thereby be required to disclose information not otherwise then required by law to be publicly disclosed, provided that the Commission on or before 150 days after the date hereof; and (iii) Company shall use its as best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented minimize the period of time in which it shall prohibit the sale of any shares of Common Stock and amended as required by in no event shall the provisions of Section 4(bprohibition on sales extend more than ten (10) hereof calendar days or twenty (20) days in any twelve (12) month period. Notwithstanding anything herein to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effectivecontrary, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect not be obligated to maintain the resale of Conversion Shares before the one year anniversary effectiveness of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes Section 2, to deliver any prospectus under the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein to provide the "piggyback" registration rights contemplated by Section 1 hereof if the Holder owns less than 1% of the Company's outstanding shares and in any application to be filed with or under state securities laws. No Holder of Transfer has owned the Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingShares at least a year.

Shelf Registration. (a) The Company shall: (i) as soon as practicable, but not later than 90 days after Issuer has prepared and filed with the date hereof Commission a Shelf Registration Statement on Form S-3 that includes all Registrable Securities (the "Resale Required Shelf Filing DeadlineRegistration"), cause to be filed a shelf registration statement pursuant to Rule 415 under . Unless the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement previously has been declared effective, the Issuer shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 days as soon as practicable after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effectiveprovided, supplemented and amended as required by the provisions of Section 4(b) hereof however, that to the extent necessary to ensure that it is available preserve "pooling-of-interest" accounting treatment for resales the transactions contemplated by the Holders QFC Merger Agreement (as reasonably determined by Issuer and its independent public accountants), the Issuer shall have no such obligation to effect such registration until 15 days after the first public release by the Issuer of Transfer Restricted Securities entitled to combined financial results of the benefit of this Agreement, Issuer and to ensure that it conforms with the requirements of F4LH. Notwithstanding anything else contained in this Agreement, the Securities Act and Issuer shall be obligated to keep such Shelf Registration Statement effective only until the policiesearliest of (a) 12 months after the date such Shelf Registration Statement has been declared effective, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, provided that such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: 12-month period shall be extended by (i) cause to be filed a registration statement (the "Conversion length of any period during which the Issuer delays in maintaining the Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior Statement current pursuant to the one year anniversary of the Closing DateSection 2.4, (ii) use its best efforts to cause the length of any period (in which such Conversion Shelf Registration Statement is required to become be effective by the date that hereunder) during which such Shelf Registration Statement is one year after the Closing Date (the "First Conversion Date") not maintained effective, and (iii) use its best efforts such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by Section 2.6(e) below is given by the Issuer to keep such Conversion Shelf Registration Statement continuously effective until (y) the earlier date on which the Issuer delivers to the Holders of Registrable Securities the supplement or amendment contemplated by Section 2.6(e) below, (Ab) such time as all Notes Registrable Securities have been converted into Conversion Shares sold or redeemed disposed of thereunder or sold, transferred or otherwise disposed of to a Person that is not a Holder and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (Bc) such time as all Conversion Shares covered by such registration statement securities that were Registrable Securities on the date hereof have been resold pursuant thereto. The Company further agrees ceased to supplement be Registrable Securities (the earliest of (a), (b) and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale being the "Shelf Termination Date"). The Required Shelf Registration Statement pursuant to shall not be counted as a Demand Registration for purposes of Section 2.2 of this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingAgreement.

Shelf Registration. (a) The Company Issuer shall: : (i) as soon as practicable, but not later than 90 days after the date hereof (the "Resale Shelf Filing Deadline"), cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(c2(b) hereof; ; (ii) use its reasonable best efforts to cause such Resale the Shelf Registration Statement to be declared effective by the Commission on or before 150 as promptly as practicable, but in no event later than 180 days after the date hereofhereof (the "Effectiveness Target Date"); and and (iii) use its reasonable best efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, Agreement and to ensure that it (B) conforms with the requirements of this Agreement, Agreement and the Securities Act and the policies, rules and regulations of the Commission promulgated thereunder as announced from time to time, until, subject to time for a period (the provisions "Effectiveness Period") of: (1) two years following the last date of Section 4(b)(ioriginal issuance of Notes; or (2) hereof, such time as no Notes remain shorter period that will terminate when (X) all of the Holders of Transfer Restricted SecuritiesSecurities are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto, (Y) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (Z) all Transfer Restricted Securities registered under the Shelf Registration Statement have been sold. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale the Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company Issuer in writing, within 10 at least ten Business Days after receipt prior to the effectiveness of a request thereforthe Shelf Registration Statement (the "Questionnaire Deadline"), such information as the Company Issuer may reasonably request for use in connection with such Resale the Shelf Registration Statement or the Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided In connection with all such reasonably requested information. Each Holder as requests for information from Holders, the Issuer shall notify such Holders of the requirements set forth in the preceding sentence at least 30 days prior to which any Resale the effectiveness of the Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingStatement.

Shelf Registration. (i) If, because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Operating Partnership is not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason the Exchange Offer is not consummated within 180 days after the original issue of the Registrable Securities, or (iii) if a Holder is not permitted to participate in the Exchange Offer or does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer (other than due solely to the status of such holder as an affiliate of the Operating Partnership within the meaning of the 1933 Act or as a broker dealer), then in case of each of clauses (i) through (iii) the Operating Partnership shall (x) promptly deliver to the holders written notice thereof and (y) at the Operating, Partnership's sole expense: (a) The Company shall: (i) as soon As promptly as practicable, (but not later in no event more than 90 60 days after the date hereof (the "Resale Shelf Filing Deadline"), cause to be filed a shelf registration statement so required or requested pursuant to Rule 415 under this Agreement) file with the Securities Act (the "Resale Shelf Registration Statement")SEC, which Resale Shelf Registration Statement and thereafter shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 as promptly as practicable but no later than 180 days after the original issue of the Registrable Securities, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement. (b) Use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC, or for such shorter period that will terminate when all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (the "Effectiveness Period"); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein. (c) Notwithstanding any other provisions hereof; and (iii) , use its best efforts to keep such Resale ensure that (i) any Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, any amendment thereto and to ensure that it conforms any Prospectus forming part thereof and any supplement thereto complies in all material respects with the requirements of this Agreement, the Securities 1933 Act and the policies, rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Commission statements therein not misleading, and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as announced amended or supplemented from time to time), untildoes not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance in light of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Datecircumstances under which they were made, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant theretomisleading. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Registrable Securities may shall be entitled to include any of its Transfer Restricted Registrable Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company Operating Partnership in writing, writing within 10 Business Days 15 days after receipt of a request therefor, such information as the Company may Operating Partnership may, after conferring with counsel, reasonably request for use inclusion in connection with such Resale any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested informationtherein. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company Operating Partnership all information required with respect to be disclosed in order such Holder necessary to make the information previously furnished to the Company Operating Partnership by such Holder not materially misleading. The Operating Partnership shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Operating Partnership further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) The Company and the Subsidiary Guarantors shall: : (i) as soon as practicable, but not later than 90 days after the date hereof (the "Resale Shelf Filing Deadline"), cause to be filed filed, or otherwise designate an existing filing with the Commission as, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale “Shelf Registration Statement"”), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided subject to the information required pursuant to Section 2(c) terms and conditions hereof; ; (ii) use its best reasonable efforts to cause such Resale the Shelf Registration Statement to be declared become effective under the Securities Act, or otherwise make available for use by the Commission on or before 150 Holders a previously filed effective Shelf Registration Statement, not later than 180 days after the date hereofhereof (the “Effectiveness Target Date”, and the date of such effectiveness or availability, the “Effectiveness Date”); and and (iii) use its best reasonable efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act and by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled entitled, subject to the terms and conditions hereof, to the benefit of this Agreement, Agreement and to ensure that it (B) conforms with the requirements of this Agreement, Agreement and the Securities Act and the policies, rules and regulations of the Commission promulgated thereunder as announced from time to time, until, subject for a period (the “Effectiveness Period”) of two years following the date hereof or until the earlier of: (1) the sale or transfer pursuant to the Shelf Registration Statement of all of the Notes and shares of Common Stock issuable upon conversion of the Notes; or (2) the date when the Holders of Transfer Restricted Securities (other than Holders that are Affiliates of the Company) are able to sell all such Transfer Restricted Securities immediately without restriction pursuant to the volume limitation provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted SecuritiesRule 144 under the Securities Act. (b) The Company shall: At the time the Shelf Registration Statement has become effective, each Holder that became a Notice Holder on or prior to the date fifteen (i15) cause Business Days prior to such time of effectiveness shall be filed named as a registration statement selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the Company’s or any of the Subsidiary Guarantors’ securityholders (other than the "Conversion Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s or any of the Subsidiary Guarantors’ securities in the Shelf Registration Statement". (c) covering If the issuance Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company and the Subsidiary Guarantors shall use reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within ten (10) Business Days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the Conversion Shares upon conversion order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the Notes prior to the one year anniversary securities that as of the Closing Datedate of such filing are Transfer Restricted Securities. If such a subsequent Shelf Registration Statement is filed or designated (and is not already effective), (ii) the Company and the Subsidiary Guarantors shall use its best reasonable efforts to cause such Conversion the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing or designation and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (d) The Company and the Subsidiary Guarantors shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Subsidiary Guarantors for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Representative or by the Trustee on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement. (e) The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, and any Issuer Free Writing Prospectus, as of the date thereof, (i) to comply in all material respects with the applicable requirements of the Securities Act, and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading. (f) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with the terms and conditions of this Agreement. Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus from and after the Effectiveness Date agrees to deliver a Notice and Questionnaire to the Company at least three (3) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the Effectiveness Date, the Company and the Subsidiary Guarantors shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) fifteen (15) Business Days after such date (but no earlier than fifteen (15) Business Days after effectiveness) or (y) fifteen (15) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within fifteen (15) Business Days of such delivery date or, if the Company and the Subsidiary Guarantors are required to file with the Commission a new Shelf Registration Statement, within thirty (30) calendar days after the date a Notice and Questionnaire is delivered: (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company and the Subsidiary Guarantors shall file a post-effective amendment to the Shelf Registration Statement or such additional Shelf Registration Statement, as the case may be, use reasonable efforts to cause such post-effective amendment or such additional Shelf Registration Statement, as the case may be, to become effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is one year sixty (60) days after the Closing Date date such post effective amendment or such additional Shelf Registration Statement is required by this clause to be filed; (ii) upon its request, provide such Holder copies of any documents filed pursuant to Section 2(f)(i); and (iii) notify such Holder as promptly as practicable after the "First Conversion Date"effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(f)(i); provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) use its best efforts above upon expiration of the Suspension Period in accordance with Section 4(b). Notwithstanding anything contained herein to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15contrary, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to neither the resale of Conversion Shares before the one year anniversary Company nor any of the Closing Date, Subsidiary Guarantors shall be under any obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) use its best efforts the Amendment Effectiveness Deadline Date shall be extended by up to cause such registration statement to become effective by fifteen (15) Business Days from the First Conversion Date expiration of a Suspension Period (and (iii) use its best efforts to keep such registration statement continuously effective until neither the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include nor any of its Transfer Restricted Securities in the Subsidiary Guarantors shall incur any Resale Shelf Registration Statement pursuant obligation to this Agreement unless and until pay Additional Amounts during such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, extension) if such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities Suspension Period shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to in effect on the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingAmendment Effectiveness Deadline Date.

Shelf Registration. So long as any Transfer Restricted Security (as defined in Section 5 hereof) exists, the Company shall take the following actions: (a) The Company shall: (i) as soon as practicable, but at its cost, prepare and, not later than 90 45 days after (or if such 45th day is not a business day, the first business day thereafter) the date hereof of original issue of the Convertible Preferred Stock, file with the Securities and Exchange Commission (the "Resale Shelf Filing DeadlineCommission"), ) and thereafter shall use its best efforts to cause to be filed declared effective on or prior to August 15, 1998 a shelf registration statement pursuant on the appropriate form (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933 (the "Resale Securities Act") (hereinafter, the "Shelf Registration StatementRegistration"), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) shall use its best efforts to keep such Conversion the Shelf Registration Statement continuously effective effective, in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, Securities covered by the Commission will not declare such Conversion Shelf Registration Statement effectivehave been sold pursuant thereto or may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule thereof), assuming for this purpose that the Holders thereof are not affiliates of the Company shall (i) file a registration statement (alsoin any such case, a such period being called the "Conversion Shelf Registration StatementPeriod") with respect ). The Company shall be deemed not to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such registration statement continuously effective until the earlier of Securities during that period, unless (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (Bi) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as action is required by applicable law or (ii) upon the applicable provisions occurrence of Section 4(bany event contemplated by paragraph 2(b)(iv) hereofbelow, such action is taken by the Company in good faith and for valid business reasons and the Company thereafter promptly complies with the requirements of paragraph 2(h) below if the Company has determined in good faith that there are no material legal or commercial impediments in so doing. (c) No Holder Notwithstanding any other provisions of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writingcontrary, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all cause (other than information required to be disclosed supplied by the selling Holders pursuant to this Agreement) (i) the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, (ii) the Shelf Registration Statement and any amendment thereto not to contain, when it becomes effective, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming a part of the Shelf Registration Statement, and any amendment or supplement to such prospectus, not to contain, as of the date of such prospectus or amendment or supplement, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the information previously furnished to statements therein, in light of the Company by such Holder circumstances under which they were made, not materially misleading. (d) The Company shall ensure that the Shelf Registration Statement includes the shares of Common Stock issued in payment of dividends, if any, as permitted in accordance with the terms of the Convertible Preferred Stock.

Shelf Registration. (a) The Company shall: (i) shall prepare and, no later than 60 days after the date on which the Warrant is issued, file with the SEC, and thereafter use commercially reasonable efforts to 1. cause to be declared effective as soon as practicable, but not later than 90 days after a registration statement on Form S-3 or such other form as the date hereof Company may be permitted to use (the "Resale SHELF REGISTRATION STATEMENT") relating to the offer and sale of the Registrable Securities by the Holder from time to time in accordance with the methods of distribution set forth in the Shelf Filing Deadline"), cause to be filed a shelf registration statement pursuant to Registration Statement and Rule 415 under the Securities Act (the "Resale Shelf Registration StatementSHELF REGISTRATION"), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior Subject to the one year anniversary of terms and conditions set forth herein, the Closing Date, (ii) Company shall use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best commercially reasonable efforts to keep such Conversion the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the "PROSPECTUS") to be lawfully delivered by the Holder, until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and twenty (20) days after December 31, 2004, (B) August 15the date that is twenty (20) days following a Termination Event, 2009; provided, that if or (C) when all the Company determines that, notwithstanding its best efforts, Securities covered by the Commission will not declare such Conversion Shelf Registration Statement effectivehave been sold pursuant thereto (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). Notwithstanding any other provision of this Exhibit A, the Holder understands that there may be periods during which the Company's Board of Directors may determine, in good faith, that it is in the best interest of the Company shall (i) file a registration statement (also, a "Conversion and its stockholders to defer amendments or supplements to the Prospectus and that during such periods sales of Registrable Securities and the effectiveness of the Shelf Registration Statement") with respect Statement may be suspended or delayed. The Holder agrees that upon receipt of any written notice from the Company as to any circumstance requiring an amendment or supplement to the resale Prospectus and advising the Holder to discontinue the Holder's disposition of Conversion Shares before Registrable Securities pursuant to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions Holder will forthwith discontinue the Holder's disposition of Section 4(b) hereof. (c) No Holder of Transfer Restricted Registrable Securities may include any of its Transfer Restricted Securities in any Resale pursuant to the Shelf Registration Statement until the Holder's receipt of copies of an appropriately supplemented or amended Prospectus and written notice from the Company advising the Holder that it may resume sales and dispositions of Registrable Securities pursuant to this Agreement unless and until such Holder furnishes to the Shelf Registration Statement. In the event the Company in writing, within 10 Business Days after receipt of a request therefor, shall give any such information as notice and Registrable Securities covered by the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities remain unsold, the Shelf Registration Period shall be entitled extended by the number of days during the period from and including the date of the giving of such notice to Liquidated Damages pursuant to Section 3 hereof unless and until such including the date when the Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to received the Company all information required to be disclosed in order to make copies of the information previously furnished to the Company by such Holder not materially misleadingappropriate supplemented or amended Prospectus.

Shelf Registration. (a) The Company shall: shall promptly (i) as soon as practicable, but not later in no event more than 90 days after of the date hereof First Closing Date (as defined in the Purchase Agreement) such 90th day being a "Filing Deadline") use its reasonable best efforts to file with the Securities and Exchange Commission (the "Resale Shelf Filing Commission") and thereafter use its reasonable best efforts to cause to be declared effective no later than 180 days after the First Closing Date (such 180th day being an "Effectiveness Deadline") a registration statement (the "Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), cause relating to be filed a shelf registration statement pursuant the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Registration Statement and Rule 415 under the Securities Act (hereinafter, the "Resale Shelf Registration StatementRegistration"); provided, which Resale Shelf Registration Statement however, that no Holder (other than a Purchaser) shall provide for resales of all Transfer Restricted be entitled to have the Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause it covered by such Resale Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by all the provisions of Section 4(b) hereof this Agreement applicable to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted SecuritiesHolder. (b) The Company shall: shall use its reasonable best efforts to keep the Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Registration Statement (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, have been sold pursuant thereto or (ii) use its best efforts to cause are no longer restricted securities (as defined in Rule 144 under the Securities Act) (in any such Conversion case, such period being called the "Shelf Registration Statement Period"). The Company shall be deemed not to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use have used its best efforts to keep such Conversion Shelf the Registration Statement continuously effective until during the earlier requisite period if it voluntarily takes any action that would result in Holders of (A) Securities covered thereby not being able to offer and sell such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15Securities during that period, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare unless such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as action is required by the applicable provisions of Section 4(b) hereoflaw. (c) No Holder Notwithstanding any other provisions of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf this Agreement to the contrary, the Company shall cause the Registration Statement pursuant and the related prospectus and any amendment or supplement thereto, as of the effective date of the Registration Statement, amendment or supplement, (i) to this Agreement unless comply in all material respects with the applicable requirements of the Securities Act and until such Holder furnishes the rules and regulations of the Commission and (ii) not to the Company in writing, within 10 Business Days after receipt contain any untrue statement of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement material fact or Prospectus or preliminary Prospectus included therein and in any application omit to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information a material fact required to be disclosed stated therein or necessary in order to make the information previously furnished to statements therein, in the Company by such Holder light of the circumstances under which they were made, not materially misleading.

Shelf Registration. So long as any Transfer Restricted Security (as defined in Section 5 hereof) exists, the Company shall take the following actions: (a) The Company shall: (i) as soon as practicable, but not later than 90 days after at its cost, prepare and, on or before May 14, 1998, file with the date hereof Securities and Exchange Commission (the "Resale Shelf Filing DeadlineCommission"), ) and thereafter shall use its best efforts to cause to be filed declared effective on or prior to June 26, 1998 a shelf registration statement pursuant on the appropriate form (the "Shelf Registration Statement") covering the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933 (the "Resale Securities Act") (hereinafter, the "Shelf Registration StatementRegistration"), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) shall use its best efforts to keep such Conversion the Shelf Registration Statement continuously effective effective, in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, Securities covered by the Commission will not declare such Conversion Shelf Registration Statement effectivehave been sold pursuant thereto or may be sold pursuant to Rule 144(k) under the Securities Act (or any successor rule thereof), assuming for this purpose that the Holders thereof are not affiliates of the Company shall (i) file a registration statement (alsoin any such case, a such period being called the "Conversion Shelf Registration StatementPeriod") with respect ). The Company shall be deemed not to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such registration statement continuously effective until the earlier of Securities during that period, unless (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (Bi) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as action is required by applicable law or (ii) upon the applicable provisions occurrence of Section 4(bany event contemplated by paragraph 2(b)(v) hereofbelow, such action is taken by the Company in good faith and for valid business reasons and the Company thereafter promptly complies with the requirements of paragraph 2(h) below if the Company has determined in good faith that there are no material legal or commercial impediments in so doing. (c) No Holder Notwithstanding any other provisions of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writingcontrary, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all cause (other than information required to be disclosed supplied by the selling Holders pursuant to this Agreement) (i) the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, (ii) the Shelf Registration Statement and any amendment thereto not to contain, when it becomes effective, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming a part of the Shelf Registration Statement, and any amendment or supplement to such prospectus, not to contain, as of the date of such prospectus or amendment or supplement, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the information previously furnished to statements therein, in light of the Company by such Holder circumstances under which they were made, not materially misleading. (d) The Company shall, from time to time, cause the Shelf Registration Statement to be amended to cover additional shares of Common Stock issued in payment of dividends, if any, as permitted in accordance with the terms of the Convertible Preferred Stock.

Shelf Registration. (ai) The Company shall: shall comply with all the provisions of SECTIONS 3(b) to 3(l) and shall use its best efforts to file as promptly as practicable (i) as soon as practicable, but not later in no event more than 90 60 days after the date hereof (the "Resale Shelf Filing DeadlineIssue Date")) with the Commission, cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement and thereafter shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 within 120 days after the date hereof; , a Shelf Registration Statement, covering all of the Registrable Securities, and relating to the offer and sale of the Registrable Securities, by the holders of the Registrable Securities from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement (iiiunless a Shelf Registration Statement is then not legally permitted under the applicable rules of the Commission or otherwise, in which case the Company shall use its reasonable best efforts to cause a Requested Registration with respect to the Registrable Securities to become effective). (ii) The Company shall use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion applicable Shelf Registration Statement continuously effective until in order to permit any prospectus forming part thereof to be used by the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary holders of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until Registrable Securities covered thereby for a period ending on the earlier of (A) the period that will terminate when all the Registrable Securities covered by such Shelf Registration Statement have been sold pursuant thereto and (B) the date on which all Notes can be resold by holders thereof such Registrable Securities become eligible for resale without volume restrictions and without registration pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "SHELF REGISTRATION EFFECTIVENESS PERIOD"). The Company shall be deemed not to have used its best efforts to keep the applicable Shelf Registration Statement effective during the Shelf Registration Effectiveness Period (a) unless such action is taken by the Company in good faith and for valued business reasons, or (b) unless such action is required by applicable law. (iii) Notwithstanding any other provisions hereof, the Company will use its best efforts to ensure that (A) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (B) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with information furnished in writing or confirmed in writing to the Company by or on behalf of the holder of such time as all Conversion Shares covered by such registration Registrable Securities specifically for use therein (the "INVESTOR'S INFORMATION")) does not, when it becomes effective, contain an untrue statement have been resold pursuant thereto. The Company further agrees of a material fact or omit to supplement state a material fact required to be stated therein or necessary to make the statements therein not misleading and amend the Conversion (C) any prospectus forming part of any Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. and any supplement to such prospectus (c) No Holder of Transfer Restricted Securities may in either case, other than with respect to Investor's Information), does not include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt an untrue statement of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement material fact or Prospectus or preliminary Prospectus included therein and in any application omit to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed a material fact necessary in order to make the information previously furnished to statements therein, in the Company by such Holder light of the circumstances under which they were made, not materially misleading. (iv) The Company will pay all Registration Expenses incurred in connection with the Shelf Registration Statement, if any.

Shelf Registration. (a) The Following the Registration Date, any Initiating Holder shall have the right to request, by delivery of a written notice to the Company shall: (a “Shelf Demand Notice”), that (i) as soon as practicable, but not later than 90 days after the date hereof (the "Resale Shelf Filing Deadline"), cause to be filed Company file a shelf registration statement (a “Shelf Registration Statement”) pursuant to Rule 415 under the Securities Act covering all or a portion of the Registrable Securities to enable the resale on a delayed or continuous basis of such Registrable Securities (a “Shelf Demand Registration”) or (ii) if the "Resale Shelf Company is a WKSI and has an outstanding effective Form S-3 Registration Statement"), which Resale the Company file a post-effective amendment to such Form S-3 Registration Statement covering all or a portion of the Registrable Securities; provided, however, that no Initiating Holder shall be entitled to demand a Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided during the information required period when the Company is exercising its right to defer a Demand Registration pursuant to Section 2(c2(b). Subject to Section 6(b)(i), as soon as reasonably practicable, but in no event later than forty-five (45) hereof; days after receiving a Shelf Demand Notice (iior fifteen (15) days if the Company is a WKSI and then has an effective Form S-3 Registration Statement), the Company shall file with the Commission a Shelf Registration Statement on Form S-3 of the Commission or, if the Company is a WKSI and has an effective Form S-3 Registration Statement, a post-effective amendment thereto. Subject to Sections 3(b) and 3(c), the Company shall use its commercially reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") as expeditiously as possible and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously remain effective until the earlier of (Ax) such the time as all Notes Registrable Securities subject thereto have been converted into Conversion Shares or redeemed sold and (By) August 15the fourth anniversary of the initial effective time, 2009; providedincluding by filing necessary post-effective amendments and prospectus supplements reasonably required by a Holder, subject to any blackout periods described in subparagraph (b) below. The Initiating Holder shall have the right to determine the plan and method of distribution for the Registrable Securities to be reflected in the Shelf Registration Statement in respect of which it is the Initiating Holder. Notwithstanding anything contained herein to the contrary, the Holders of Registrable Securities may not file, or request that the Company file, as required by Rule 424 of the Securities Act, more than three (3) prospectuses or prospectus supplements in connection with any Shelf Registration Statement in any thirty (30) day period. (b) Notwithstanding the provisions of Section 3(a), if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion is required to effect a Shelf Registration Statement effective, or make any filing with the Commission pursuant to this Section 3 or if the Company shall (i) file has a registration statement (also, a "Conversion Shelf Registration Statement") with respect Statement in effect pursuant to this Section 3, and the Company furnishes to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause Initiating Holder requesting such registration statement or filing or to become effective by the First Conversion Date and (iii) use its best efforts to keep Holders of Registrable Securities included in such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required applicable, a certificate signed by the President and Chief Executive Officer of the Company stating that such officer has made a good faith determination that a registration would (i) require the disclosure of material nonpublic information concerning the Company, its business or prospects and that such disclosure would be materially adverse to the Company, and/or (ii) materially interfere with a pending transaction involving the Company or a subsidiary or affiliate of the Company, then, the Company shall have the right to defer such filing or the effectiveness thereof for a period of not more than sixty (60) days after the Company’s receipt of the applicable provisions Shelf Demand Notice or prevent Holders of Registrable Securities from selling Registrable Securities pursuant to an effective Shelf Registration Statement for a period of not more than sixty (60) days after the Company delivers such certificate to the applicable Holder and demands that such Holder cease sales of securities under the Shelf Registration Statement (and during such period the Company shall not be obligated to file another Shelf Registration Statement during the period such sales under an effective Shelf Registration Statement are not allowed); provided, that the Company may not exercise its rights under this Section 4(b3(b) hereofmore than four times in any consecutive 12-month period; and provided further, that the Company may not defer such filing or the effectiveness thereof under this Section 3(b) for more than 60 days in aggregate during any consecutive 12-month period. (c) No Holder Notwithstanding the provisions of Transfer Restricted Section 3(a), the Company shall not be obligated to file a Shelf Registration Statement within a period of ninety (90) days after the effective date of any Underwritten Demand Registration Statement or an underwritten offering pursuant to a Shelf Registration Statement or (ii) file or effect more than a total of three (3) Shelf Registration Statements within any 12-month period; provided, however, that each filing of an Underwritten Demand Registration Statement during the 12-month period will reduce by one the number of Shelf Registration Statements that the Company is obligated to file during such 12-month period. (d) Upon the receipt by the Company of a Shelf Demand Notice given in accordance with and subject to Section 3(a) hereof, the Company shall give prompt written notice to all Holders of Registrable Securities may include any of its Transfer Restricted Securities in any Resale (other than the Initiating Holder) that a Shelf Registration Statement pursuant to this Agreement unless and until Section 3 is being effected. In the event that any such Holder furnishes delivers to the Company a written request within fifteen (15) days after the delivery of such written notice to the Holder by the Company, to include in writingsuch Shelf Registration Statement Registrable Securities of the Holder the Company shall include such Registrable Securities in the Shelf Registration Statement, within 10 Business Days after receipt including by means of a request thereforpre-effective or post-effective amendment thereto; provided, however, that if the inclusion of the Registrable Securities of such information as Holders in such registration statement would, in the opinion of the Initiating Holders, be reasonably likely to delay in any material respect the Initiating Holder’s ability timely to sell the Registrable Securities pursuant to the Shelf Registration Statement, the Company may shall not include such Holders’ Registrable Securities in the Shelf Registration Statement without the prior written consent of the Initiating Holder. (e) Following the Registration Date, any Initiating Holder shall have the right to request, by delivery of a written notice to the Company (a “Shelf Underwritten Demand Notice”), that the Company effect an underwritten offering of all or a portion of the Registrable Securities included in an existing Shelf Registration Statement. Any such Shelf Underwritten Demand Notice must request an underwritten offering of Registrable Securities having an aggregate market value, based on the average per share closing price of the Registrable Securities as reported on the principal exchange or market on which the Common Stock is then traded over the ten (10) consecutive trading days prior to the date of the Shelf Demand Notice, of not less than twenty-five million dollars ($25,000,000). Subject to Section 6(b)(i), as soon as reasonably request for use practicable after receiving a Shelf Underwritten Demand Notice, but in no event later than twenty (20) days after receiving a Shelf Underwritten Demand Notice, the Company shall file with the Commission such amendments to the applicable Shelf Registration Statements and such prospectus supplements or other filings as are necessary in connection with the underwritten offering of the Registrable Securities subject to the Shelf Underwritten Demand Notice, subject to Sections 3(b) and Section 4. Any prospectus supplement or other filing with the Commission including a plan or method of distribution of the securities subject to an underwritten offering pursuant to this Section 3 shall reflect the plan or method of distribution of such Resale securities as shall be designated by the managing underwriter of the offering. (f) The Company may elect to register in any Shelf Registration Statement any additional shares of Common Stock (including, without limitation, any shares of Common Stock to be distributed in a primary offering made by the Company) so long as the inclusion of such Common Stock by the Company would not (as determined in the Initiating Holder’s reasonable discretion), (i) be reasonably likely to delay in any material respect the Initiating Holder’s ability timely to sell the Registrable Securities pursuant to the Shelf Registration Statement or Prospectus or preliminary Prospectus (ii) cause a reduction in the number of Registrable Securities included therein in the Shelf Demand Registration as a result of the Company’s election to so register additional shares of Common Stock . Such election of the Company, if made, shall be made by the Company giving written notice to the Initiating Holder stating (A) that the Company proposes to include additional shares of Common Stock in such Shelf Registration Statement, and in any application (B) the number of shares of Common Stock proposed to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingincluded.

Shelf Registration. (a) The Company shall: , at its cost, prepare and, as promptly as practicable (i) as soon as practicable, but not later in no event more than 90 days after the first date hereof of original issuance of the Initial Securities) file with the Securities and Exchange Commission (the "Resale Shelf Filing DeadlineCommission"), ) and thereafter use its commercially reasonable efforts to cause to be filed declared effective as soon as practicable (but in no event later than 180 days after the first date of original issuance of the Initial Securities) a shelf registration statement pursuant on Form S-3 (the "Shelf Registration Statement") relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Resale Securities Act") (hereinafter, the "Shelf Registration StatementRegistration"); provided, which Resale however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause unless such Resale Shelf Registration Statement Holder agrees in writing to be declared effective bound by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by all the provisions of Section 4(b) hereof this Agreement applicable to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted SecuritiesHolder. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) shall use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best commercially reasonable efforts to keep such Conversion the Shelf Registration Statement continuously effective until in order to permit the earlier prospectus included therein (the "Prospectus") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (Aor for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such time as shorter period that will terminate when all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, Securities covered by the Commission will not declare such Conversion Shelf Registration Statement effective(i) have been sold pursuant thereto or pursuant to Rule 144 under the Securities Act (or any similar provision then in effect), (ii) are no longer restricted securities (as defined in Rule 144(k) under the Securities Act, or any successor rule thereof), assuming for this purpose that the Holders thereof are not affiliates of the Company or (iii) have ceased to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise) (in any such case, such period being called the "Shelf Registration Period"). Subject to Section 1(d) below, the Company shall be deemed not to have used commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) file a registration statement required by applicable law or (alsoii) taken by the Company in good faith and contemplated by Section 2(b)(v) below, a "Conversion and the Company thereafter complies with the requirements of Section 2(h). At the time the Shelf Registration Statement") Statement is declared effective, each Holder who has provided the Company with an appropriately completed Notice and Questionnaire (in the form set forth in the Offering Circular with respect to the resale Initial Securities) on or prior to the deadline for response set forth therein and who holds Transfer Restricted Securities, shall be named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Conversion Shares before the one year anniversary Transfer Restricted Securities in accordance with applicable law. None of the Closing Date, Company's securityholders (iiother than the Holders of Transfer Restricted Securities) use its best efforts shall have the right to cause such registration statement to become effective by include any of the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until Company's securities in the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder Notwithstanding any other provisions of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale this Agreement to the contrary, the Company shall cause the Shelf Registration Statement pursuant and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to this Agreement unless comply in all material respects with the applicable requirements of the Securities Act and until such Holder furnishes the rules and regulations of the Commission and (ii) not to the Company in writing, within 10 Business Days after receipt contain any untrue statement of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement material fact or Prospectus or preliminary Prospectus included therein and in any application omit to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information a material fact required to be disclosed stated therein or necessary in order to make the information previously furnished statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company may suspend the use of the prospectus for a period ("Suspension Period") not to exceed 45 days in any 90-day period or an aggregate of 90 days in any 365-day period if the Board of Directors of the Company by shall have determined in good faith that because of valid business reasons (not including avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets, pending corporate developments, public filings with the Commission and similar events, it is in the interest of the Company to suspend such Holder use, and prior to suspending such use the Company provides the Holders with written notice of such suspension, which notice need not materially misleadingspecify the nature of the event giving rise to such suspension.

Shelf Registration. (a) The Company shall: : (i) as soon as practicable, but not later than 90 days after the date hereof (the "Resale “Shelf Filing Deadline"”), cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale “Shelf Registration Statement"”), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(c2(b) hereof; ; (ii) use its reasonable best efforts to cause such Resale the Shelf Registration Statement to be declared effective by the Commission on or before 150 not later than 210 days after the date hereofhereof (the “Effectiveness Target Date”); and and (iii) use its reasonable best efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, Agreement and to ensure that (B) it conforms with the requirements of this Agreement, Agreement and the Securities Act and the policies, rules and regulations of the Commission promulgated thereunder as announced from time to time, until, subject for a period (the “Effectiveness Period”) until the earliest of: (1) the date when the Holders (other than Holders that are Affiliates of the Company) are able to sell all Transfer Restricted Securities immediately without restriction pursuant to the provisions of Section 4(b)(iRule 144(k) hereof, such time as no Notes remain under the Securities Act or any similar provision then in effect; or (2) the date when all of the Transfer Restricted SecuritiesSecurities are sold pursuant to the Shelf Registration Statement or pursuant to Rule 144 under the Securities Act or any similar provision then in effect. (b) The Company shall: At the time the Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date eight (i8) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the Company’s securityholders (other than Holders) cause shall have the right to be filed a registration statement (include any of the "Conversion Company’s securities in the Shelf Registration Statement". (c) covering If the issuance Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its reasonable best efforts to, as promptly as is practicable, obtain the withdrawal of any order suspending the effectiveness thereof, and in any event shall, to the extent necessary, within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the Conversion Shares upon conversion order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the Notes prior to the one year anniversary securities that as of the Closing Datedate of such filing are Transfer Restricted Securities ( a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, (ii) the Company shall use its reasonable best efforts to cause such Conversion the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the Holders covered by such Shelf Registration Statement. (e) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(e) and Section 4. From and after the date the Shelf Registration Statement is declared effective the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered, and in any event upon the later of (x) fifteen (15) Business Days after such date or (y) fifteen (15) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within fifteen (15) Business Days of such delivery date (each such date described in (x) and (y) above, the “Amendment Filing Target Date”): (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best effort to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is one year forty-five (45) days after the Closing Date date such post effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(e)(i); and (iii) notify such Holder as promptly as practicable after the "First Conversion Date"effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i); provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) use its best efforts above upon expiration of the Suspension Period in accordance with Section 4(b). Notwithstanding anything contained herein to keep such Conversion Shelf Registration Statement continuously effective until the earlier of contrary, (Ai) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file be under no obligation to name any Holder that is not a registration statement (also, Notice Holder as a "Conversion Shelf selling securityholder in any Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, Statement or related Prospectus and (ii) use its best efforts the Amendment Effectiveness Deadline Date shall be extended by up to cause such registration statement to become effective by ten (10) Business Days from the First Conversion Date expiration of a Suspension Period (and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, shall incur no obligation to pay Liquidated Damages during such information as the Company may reasonably request for use in connection with extension) if such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities Suspension Period shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to in effect on the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingAmendment Effectiveness Deadline Date.

Shelf Registration. (a) The Company shall: , at its cost, prepare and, as promptly as practicable (ibut in no event more than 45 days after the date hereof) file with the Securities and Exchange Commission (the "COMMISSION") and thereafter use its commercially reasonable efforts to cause to be declared effective as soon as practicable, but not later than practicable a registration statement on Form S-3 within 90 days after the date hereof (the "Resale SHELF REGISTRATION STATEMENT") relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Filing Deadline"), cause to be filed a shelf registration statement pursuant to Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Resale Shelf Registration StatementSECURITIES ACT") (hereinafter, the "SHELF REGISTRATION"); provided, which Resale however, that no Holder (other than Conexant) shall be entitled to have the Securities held by it covered by the Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided unless the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause such Resale Shelf Registration Statement Holder agrees in writing to be declared effective bound by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by all the provisions of Section 4(b) hereof this Agreement applicable to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted SecuritiesHolder. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) shall use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its reasonable best efforts to keep such Conversion the Shelf Registration Statement continuously effective until in order to permit the earlier prospectus included therein (the "PROSPECTUS") to be lawfully delivered by the Holders of the relevant Securities for a period beginning from the date of its effectiveness and ending on December 31,2005 (Aor for such longer period if extended pursuant to Section 2(h) below) or such time as shorter period that will terminate when all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, Securities covered by the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, have been sold pursuant thereto or (ii) use are no longer restricted securities (as defined in Rule 144(k) under the Securities Act, or any successor rule thereof) and if Conexant is a Holder, it is not then an affiliate of the Company (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its reasonable best efforts to keep such registration statement continuously the Shelf Registration Statement effective until during the earlier requisite period if it voluntarily takes any action that would result in Holders of (A) the date on which all Notes can be resold by holders thereof without restrictions Securities covered thereby not being able to offer and without registration under sell the Securities Act and during that period, unless such action is (Bi) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by applicable law or (ii) taken by the applicable provisions Company in good faith upon the occurrence of any event contemplated by Section 2(b)(v) below, and the Company thereafter complies with the requirements of Section 4(b) hereof2(h). (c) No Holder Notwithstanding any other provisions of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale this Agreement to the contrary, the Company shall cause the Shelf Registration Statement pursuant and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to this Agreement unless comply in all material respects with the applicable requirements of the Securities Act and until such Holder furnishes the rules and regulations of the Commission and (ii) not to the Company in writing, within 10 Business Days after receipt contain any untrue statement of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement material fact or Prospectus or preliminary Prospectus included therein and in any application omit to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information a material fact required to be disclosed stated therein or necessary in order to make the information previously furnished to statements therein, in light of the Company by such Holder circumstances under which they were made, not materially misleading.

Shelf Registration. (a) The Company shall: No later than 60 days after the Closing Date, Onyx shall prepare and file with the Securities and Exchange Commission (the "SEC") a registration --- statement on Form S-3 or the shortest form of registration statement then available for use by Onyx (the "Registration Statement") registering for resale ---------------------- the Registrable Securities issued to the Holder pursuant to Section 1.3(a)(i) of the Purchase Agreement, which sales may be effected from time to time on the Nasdaq National Market or in privately negotiated transactions. Onyx shall use commercially reasonable efforts to cause the Registration Statement to (i) as soon as practicable, but not later than 90 days after the date hereof (the "Resale Shelf Filing Deadline"), cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 days SEC as soon as practicable after the date hereof; filing and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously remain effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed one year after the Closing Date and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, date on which all of the Commission will not declare such Conversion Shelf Registrable Securities covered by the Registration Statement effectivehave been sold. This period of effectiveness of the Registration Statement shall be referred to herein as the "Selling Period" for -------------- the Registrable Securities registered thereon. (b) No later than 30 days after the issuance of shares of Onyx Common Stock, if any, to the Company Holder pursuant to Section 1.3(a)(ii) of the Purchase Agreement, Onyx shall (i) prepare and file with the SEC a registration statement on Form S-3 or the shortest form of registration statement then available for use by Onyx (also, a the "Conversion Shelf Second Registration Statement") with respect registering for resale such ----------------------------- Registrable Securities, which sales may be effected from time to time on the resale of Conversion Shares before Nasdaq National Market or in privately negotiated transactions. Onyx shall use commercially reasonable efforts to cause the one year anniversary of Second Registration Statement to (i) be declared effective by the Closing Date, SEC as soon as practicable after filing and (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously remain effective until the earlier of (A) the first anniversary of the issuance of the Registrable Securities covered by the Second Registration Statement and (B) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the such Registrable Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant theretosold. The Company further agrees This period of effectiveness of the Second Registration Statement shall be referred to supplement and amend herein as the Conversion Shelf Registration Statement, as required by "Selling Period" for the applicable provisions of Section 4(b) hereofRegistrable Securities -------------- registered thereon. (c) No Holder of Transfer Restricted Securities may include Onyx shall not be obligated to effect any of its Transfer Restricted Securities in any Resale Shelf Registration Statement such registration pursuant to this Agreement unless and until such Holder furnishes Section 2.1 if Onyx shall furnish to the Company Holder a certificate signed by the president, chief executive officer or chief financial officer of Onyx stating that: (A) in writingthe good-faith judgment of Onyx's Board of Directors, within 10 Business Days after receipt effectuating a registration would be materially detrimental to Onyx and its shareholders or (B) there exists a Disclosure Condition, in which event Onyx shall have the right to defer the filing of a request therefor, such information as either the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus the Second Registration Statement, as applicable, until the filing would no longer be detrimental or preliminary Prospectus included therein until disclosure is made, but in no event later than 60 days after the date of such certificate (subject to the limitation on delays and suspensions set forth in Section 2.3(b) hereof); provided, however, that Onyx may not so delay the filing at any application to be filed with or under state securities laws. No Holder time -------- ------- during which Onyx is publicly selling shares of Transfer Restricted Securities its capital stock; and provided -------- further, that the applicable Selling Period shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder extended by the number of ------- days by which the initial filing of the Registration Statement or, as applicable, the Second Registration Statement was so delayed. (d) Notwithstanding any other provision of this Agreement, Onyx shall have provided all such reasonably requested information. Each Holder as the right, in its sole discretion, to which any Resale Shelf include shares of Onyx Common Stock held by other selling shareholders on either the Registration Statement is being effected agrees to furnish promptly to Statement, the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingSecond Registration Statement, or both.

Shelf Registration. (a) The Company shall: : (i) as soon as practicable, but not later than 90 days after the date hereof (the "Resale Shelf Filing DeadlineSHELF FILING DEADLINE"), cause to be filed a shelf registration statement providing for the registration of and the sale on a continuous or delayed basis pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration StatementSHELF REGISTRATION STATEMENT"), which Resale Shelf Registration Statement shall provide for resales ) of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of and within the period specified by Section 2(c2(b) hereof; ; (ii) use its reasonable best efforts to cause such Resale the Shelf Registration Statement to be declared effective by the Commission on or before 150 not later than 180 days after the date hereofhereof (the "EFFECTIVENESS TARGET DATE"); and and (iii) use its reasonable best efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled entitled, pursuant to Section 2(b) and Section 2(e) hereof, to the benefit of this Agreement, Agreement and to ensure that it (B) conforms with the requirements of this Agreement, Agreement and the Securities Act and the policies, rules and regulations of the Commission promulgated thereunder as announced from time to time, untilfor a period (the "EFFECTIVENESS PERIOD") beginning on the date the Registration Statement is declared effective by the Commission and ending on the earliest to occur of: (1) the second anniversary of the last date of original issuance of any of the Notes; (2) the date when all of the Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, subject repurchase and cancellation, conversion or otherwise); (3) the date when all Holders of Transfer Restricted Securities registered under the Shelf Registration Statement who are not affiliates of the Company are able to sell all such Transfer Restricted Securities immediately without restriction pursuant to the volume limitation provisions of Section 4(b)(iRule 144 under the Securities Act (or any other similar provision then in effect); or (4) hereof, such time as no Notes remain the date when all of the Transfer Restricted Securities of those Holders that complete and deliver the Notice and Questionnaire in a timely manner are registered under the Shelf Registration Statement and disposed of in accordance with the Shelf Registration Statement or otherwise cease to be Transfer Restricted Securities. (b) The Company shall: shall furnish a written notice to each Holder of the Transfer Restricted Securities at least 15 days before filing the Shelf Registration Statement and inform each Holder that to have its Transfer Restricted Securities included in the Shelf Registration Statement it must deliver a completed Notice and Questionnaire to the Company. At the time the Shelf Registration Statement is declared effective, each Holder that has delivered a completed Notice and Questionnaire to the Company (ia "NOTICE HOLDER") cause on or prior to the date five (5) Business Days prior to such time of effectiveness shall be filed named as a registration statement selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities in accordance with applicable law. None of the Company's securityholders shall have the right to include any of the Company's securities (other than the "Conversion Transfer Restricted Securities) in the Shelf Registration Statement". (c) covering Except as provided in Section 2(e) and Section 4(b), if the issuance Shelf Registration Statement ceases to be effective or fails to be usable for resale of Transfer Restricted Securities registered under the Shelf Registration Statement in accordance with this Agreement for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such causation of effectiveness, amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the Conversion Shares upon conversion order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the Notes prior to the one year anniversary securities that as of the Closing Datedate of such filing are Transfer Restricted Securities and eligible to be included under Section 2(e). If a subsequent Shelf Registration Statement is filed, (ii) the Company shall use its reasonable best efforts to cause such Conversion the subsequent Shelf Registration Statement to become effective by the date that as promptly as is one year practicable after the Closing Date (the "First Conversion Date") such filing and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier end of the Effectiveness Period in accordance with the provisions of this Agreement relating to the Shelf Registration Statement. (d) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchaser or by the Trustee on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement. (e) Each Holder that is named as a selling securityholder in the Shelf Registration Statement agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(e), and the procedures set forth in Section 4 hereof. Each such Holder wishing to sell Transfer Restricted Securities pursuant to the Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least three (3) Business Days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective the Company shall upon the later of (Ax) 30 Business Days after the date a Notice and Questionnaire is delivered (but no earlier than 30 Business Days after effectiveness) or (y) 30 Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within 30 Business Days of such time delivery date: (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as all Notes have been converted into Conversion Shares or redeemed a selling securityholder in the Shelf Registration Statement and (B) August 15the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion post-effective amendment to the Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its reasonable best efforts to cause such registration statement post-effective amendment to become be declared effective under the Securities Act, as soon as practicable, and in any event, the Company shall use its reasonable best efforts to cause such post-effective amendment to be declared effective by the First Conversion Date date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is 60 days after the date such post-effective amendment is required by this clause to be filed; (ii) upon its request, provide such Holder copies of any documents filed pursuant to Section 2(3)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i); PROVIDED that if such Notice and Questionnaire is delivered during a Suspension Period or within 15 Business Days prior to the consummation of a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) use above upon expiration of the Suspension Period in accordance with Section 4(b), and PROVIDED, FURTHER, that to the extent a prospectus supplement may not be utilized under applicable law to make changes to the information in the Prospectus regarding the selling Holders or the "Plan of Distribution," the Company shall only be required to file a post-effective amendment to the Shelf Registration Statement once per calendar quarter and with respect to the first calendar quarter of a year, may coordinate the filing of the post-effective amendment with the filing of its best efforts Annual Report on Form 10-K during such calendar quarter for the previous fiscal year, and with respect to keep the second, third and fourth calendar quarters of a year may coordinate the filing of the post-effective amendment with the filing of its Quarterly Report on Form 10-Q during such registration statement continuously calendar quarter. Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) Business Days from the expiration of the Suspension Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension) if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date. If the Company deems it necessary to file a post-effective amendment to the Shelf Registration Statement in order to comply with this Section, the Company may suspend sales under the Shelf Registration Statement until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required post-effective amendment is declared effective by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes Commission to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as extent the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or deems it necessary under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingapplicable law.

Shelf Registration. (a) The Company shall: , at its cost, prepare and, as promptly as practicable (i) as soon as practicable, but not later in no event more than 90 days after so required or requested pursuant to this Section 1) file with the date hereof Securities and Exchange Commission (the "Resale Shelf Filing Deadline"), “Commission”) and thereafter use its reasonable best efforts to cause to be filed declared effective not later than 180 days after the first date of original issuance of the Initial Securities a shelf registration statement pursuant on Form S-3 (the “Shelf Registration Statement” relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Resale “Securities Act”) (hereinafter, the “Shelf Registration Statement"Registration”); provided, which Resale however, that no Holder (other than the Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause unless such Resale Shelf Registration Statement Holder agrees in writing to be declared effective bound by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by all the provisions of Section 4(b) hereof this Agreement applicable to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted SecuritiesHolder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein (the “Prospectus”) to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are, with respect to such Securities held by non-affiliates, eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act, or any successor rule thereof (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (i) required by applicable law or (ii) taken by the Company in good faith and contemplated by Section 2(b)(v) below, and the Company thereafter complies with the relevant requirements of Section 2(h). (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Each Holder of Transfer Restricted Securities wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a written notice to the Company containing any information with respect to the Holder necessary to amend the Shelf Registration Statement or supplement the related Prospectus with respect to the intended distribution of Transfer Restricted Securities by such Holder (a “Notice and Questionnaire”) at least five business days prior to any intended distribution of Transfer Restricted Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective, the Company shall, after the date a Notice and Questionnaire is delivered: (i) cause if required by applicable law, file with the Commission a post-effective amendment to be filed the Shelf Registration Statement within 90 days after receipt of a registration statement (Notice and Questionnaire, or prepare and, if required by applicable law, file within a reasonable time after receipt of a Notice and Questionnaire, a supplement to the "Conversion related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its reasonable best efforts to cause such Conversion Shelf Registration Statement post-effective amendment to become be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is one year 45 days after the Closing Date date such post-effective amendment is filed; (ii) provide such Holder copies of any documents filed pursuant to clause (i) above (provided, however, to the "First Conversion Date"extent a document is publicly available it shall be deemed to have been provided to the Holder); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to clause (i) above (provided, however, that the filing of a prospectus pursuant to Rule 424(b) within two business days after the Company receives confirmation of effectiveness of a post-effective amendment shall be deemed to constitute such prior notice); provided, that, if such Notice and Questionnaire is delivered during a Deferral Period (as defined in Section 2(h)), the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) use its best efforts above upon expiration of the Deferral Period. Notwithstanding anything contained herein to keep such Conversion Shelf Registration Statement continuously effective until the earlier of contrary: (Ai) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file be under no obligation to name any Holder that has not submitted a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date Notice and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes Questionnaire to the Company as a selling security holder in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale any Shelf Registration Statement or related Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities (ii) the Amendment Effectiveness Deadline Date shall be entitled extended by up to Liquidated Damages pursuant 10 days from the expiration of a Deferral Period (and the Company shall incur no obligation to Section 3 hereof unless and until pay Additional Interest during such extension) if such Deferral Period is in effect on the Amendment Effectiveness Deadline Date. Any Holder shall have provided all such reasonably requested information. Each Holder as who, subsequent to which any Resale the date the Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information initially declared effective, provides a Notice and Questionnaire required to be disclosed in order to make the information previously furnished to the Company by this Section 1(d) (whether or not such Holder not materially misleadinghas supplied the Notice and Questionnaire at the time the Shelf Registration Statement was initially declared effective) shall be named as a selling security holder in the Shelf Registration Statement and related Prospectus in accordance with the requirements of this Section 1(d).

Shelf Registration. If only the Company sells shares in an Initial Public Equity Offering or if all of the Warrant Shares (aor other securities issuable upon exercise of the Warrants) The are not sold in an Initial Public Equity Offering or any subsequent public offering, the Company shall: (i) as soon as practicable, but not later than 90 days after the date hereof (the "Resale Shelf Filing Deadline"), cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause such Resale Shelf Registration Statement to be declared effective by effective, no later than the Commission on or before 150 later of (i) 180 days after the closing date hereof; and of the Initial Public Equity Offering (iii) PROVIDED that, if a "lock up" or "black out" period is imposed on the Company pursuant to or in connection with any underwriting or purchase agreement relating to an underwritten Rule 144A or registered public offering of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock, then the Company shall not be required to file such registration statement until the end of such "lock up" or "black out" period, in which case the Company shall be required to use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by be declared effective no later than 30 days after the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations end of the Commission as announced from time to time"lock up" or "black out" period, until, subject to but in no event later than 210 days after the provisions closing date of Section 4(b)(ithe Initial Public Equity Offering) or (ii) the first anniversary of the date hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a shelf registration statement (the "Conversion SHELF REGISTRATION") with respect to the issuance (if allowed by applicable rule or policy of the SEC) or sale of Warrant Shares (or other securities issuable upon exercise of the Warrants). In furtherance of the foregoing, the Company shall (i) notify the Holders of all Subject Equity when a Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Dateis being prepared, (ii) use its best efforts to cause such Conversion Shelf prepare and file with the SEC a Registration Statement with respect to become effective by the date that is one year after the Closing Date (the "First Conversion Date") such Subject Equity and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier occur of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under 120th day of effectiveness of such Registration Statement (the Securities Act "EFFECTIVENESS PERIOD") and (B) such period of time as all Conversion Shares covered by of the Warrants have been exercised and the Subject Equity included in such registration statement shall have been resold pursuant theretosold thereunder. The Company further agrees Any such request will specify the number of shares of Subject Equity proposed to supplement be sold and amend will also specify the Conversion Shelf Registration Statement, as required intended method of disposition thereof. Within 30 days after receipt by the applicable provisions of Section 4(b) hereof. (c) No any Holder of Transfer Restricted Securities Subject Equity of such notice from the Company, such Holder may include any of its Transfer Restricted Securities request in any Resale Shelf writing that such Holder's Subject Equity be included in such Registration Statement pursuant to this Agreement unless and until the Company shall include in such Registration Statement the Subject Equity of any such Holder furnishes requested to be so included (the "INCLUDED SECURITIES"). Each such request by such other Holders shall specify the number of Included Securities proposed to be sold and the intended method of disposition thereof. In the event of any "lock up" or "black out" period imposed on the Company as described in writingthe preceding paragraph, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder shall so notify the Holders of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingRegistrable Securities.

Shelf Registration. (a) The Company shall: shall promptly (i) as soon as practicable, but not later in no event more than 90 days after the first date hereof of initial issuance of the Offered Securities (such 90th day being the "FILING DEADLINE")) use its reasonable best efforts to file with the Securities and Exchange Commission (the "Resale Shelf Filing DeadlineCOMMISSION") and thereafter use its reasonable best efforts to cause to be declared effective no later than 180 days after the first date of initial issuance of the Offered Securities (such 180th day being the "EFFECTIVENESS DEADLINE") a registration statement (the "REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933, as amended (the "SECURITIES ACT"), cause relating to be filed a shelf registration statement pursuant the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Registration Statement and Rule 415 under the Securities Act (hereinafter, the "Resale Shelf Registration StatementSHELF REGISTRATION"); provided, which Resale Shelf Registration Statement however, that no Holder (other than a Purchaser) shall provide for resales of all Transfer Restricted be entitled to have the Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause it covered by such Resale Shelf Registration Statement unless such Holder agrees in writing to be declared effective bound by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by all the provisions of Section 4(b) hereof this Agreement applicable to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted SecuritiesHolder. (b) The Company shall: shall use its reasonable best efforts to keep the Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Registration Statement (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, have been sold pursuant thereto or (ii) use its best efforts to cause are no longer restricted securities (as defined in Rule 144 under the Securities Act) (in any such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (case, such period being called the "First Conversion DateSHELF REGISTRATION PERIOD") and (iii) use ). The Company shall be deemed not to have used its best efforts to keep such Conversion Shelf the Registration Statement continuously effective until during the earlier requisite period if it voluntarily takes any action that would result in Holders of (A) Securities covered thereby not being able to offer and sell such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15Securities during that period, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare unless such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as action is required by the applicable provisions of Section 4(b) hereoflaw. (c) No Holder Notwithstanding any other provisions of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf this Agreement to the contrary, the Company shall cause the Registration Statement pursuant and the related prospectus and any amendment or supplement thereto, as of the effective date of the Registration Statement, amendment or supplement, (i) to this Agreement unless comply in all material respects with the applicable requirements of the Securities Act and until such Holder furnishes the rules and regulations of the Commission and (ii) not to the Company in writing, within 10 Business Days after receipt contain any untrue statement of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement material fact or Prospectus or preliminary Prospectus included therein and in any application omit to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information a material fact required to be disclosed stated therein or necessary in order to make the information previously furnished to statements therein, in the Company by such Holder light of the circumstances under which they were made, not materially misleading.

Shelf Registration. (a) The At any time after April 8, 2009, if any Securities are not freely transferable without restrictions by Holders that are not Affiliates of the Company in compliance with Rule 144 (or any other similar provision then in force) (such date, the “Effectiveness Target Date”), the Company shall: : (i) as soon as practicable, but promptly notify all Holders that the Securities are not later than 90 days after the date hereof then freely transferable; (the "Resale Shelf Filing Deadline"), ii) use commercially reasonable efforts to cause to be filed a shelf registration statement Shelf Registration Statement pursuant to Rule 415 under or any similar rule that may be adopted by the Securities Act (Commission for the "Resale Shelf Registration Statement")registration of, which Resale Shelf Registration Statement shall provide for resales and the sale on a continuous or delayed basis by the Holders of, all of all the Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; Securities; (iiiii) use its best commercially reasonable efforts to cause such Resale the Shelf Registration Statement to be declared effective under the Securities Act, or otherwise make available for use by Holders a previously filed effective Shelf Registration Statement, on the Commission on or before 150 days after Effectiveness Target Date (the date hereofof such effectiveness or availability, the “Effectiveness Date”); and and (iiiiv) use its best commercially reasonable efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act and by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled entitled, subject to the terms and conditions hereof, to the benefit of this Agreement, Agreement until the earliest of (A) such date that the Securities covered by such Shelf Registration cease to be Transfer Restricted Securities and (B) the date by which all Transfer Restricted Securities have been sold pursuant to ensure that it conforms with such Shelf Registration Statement (the requirements “Effectiveness Period”). Notwithstanding any provision of this AgreementAgreement to the contrary, under no circumstances shall there be a Registration Default, in respect of any period following April 8, 2009, when the Securities Act and the policies, rules and regulations are freely transferable without restrictions by Holders that are not Affiliates of the Commission as announced from Company in compliance with Rule 144 (or any other similar provision then in force). (v) The Company shall be deemed not have used commercially reasonable efforts to keep the Shelf Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would result in Holders not being able to offer and sell such securities at any time to timeduring the Effectiveness Period, untilunless such action is (x) required by applicable law or otherwise undertaken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), subject to including the provisions acquisition or divestiture of assets, or (y) permitted by Section 4(b)(i4(b)(ii) hereof, such time as no Notes remain Transfer Restricted Securities. (b) Promptly upon any determination by the Company that it will be required to file a Shelf Registration Statement but no later than the Effectiveness Target Date, the Company shall notify the Holders of such obligation and will mail the Notice and Questionnaire to any Holder who then so requests a copy. The Company shall: (i) cause will name each Holder that becomes a Notice Holder prior to be filed the 20th Business Day before the Effectiveness Date of a registration statement (the "Conversion Shelf Registration Statement", if one is required to be filed, as a selling securityholder in the Shelf Registration Statement at the Effectiveness Date. In any event, the Company will use commercially reasonable efforts to, within 20 Business Days of a Holder becoming a Notice Holder, file any amendments to the Shelf Registration Statement or supplements to the related Prospectus as are necessary to name the Holder as a selling securityholder in the Prospectus; provided that the Company shall not be required to file more than one post-effective amendment in any calendar quarter. (c) If the Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof or file or designate a subsequent Shelf Registration Statement covering the issuance all of the Conversion Shares upon conversion securities that as of the Notes prior to date of such filing or designation are Transfer Restricted Securities. If such a subsequent Shelf Registration Statement is filed or designated (and is not already effective), the one year anniversary of the Closing Date, (ii) Company shall use its best commercially reasonable efforts to cause such Conversion the subsequent Shelf Registration Statement to become effective by the date that as promptly as is one year practicable after the Closing Date (the "First Conversion Date") such filing or designation and (iii) use its best efforts to keep such Conversion subsequent Shelf Registration Statement continuously effective until the earlier end of the Effectiveness Period. (Ad) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the The Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, as if required by the applicable provisions Securities Act or as reasonably requested by the Initial Purchasers or by the Trustee on behalf of Section 4(b) hereofthe Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement. (ce) No The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, and any Issuer Free Writing Prospectus, as of the date thereof, (i) to comply in all material respects with the applicable requirements of the Securities Act, and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus and any Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading. (f) Each Holder of agrees that if such Holder wishes to sell Transfer Restricted Securities may include any pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with the terms and conditions of its this Agreement. Each Holder wishing to sell Transfer Restricted Securities in any Resale pursuant to a Shelf Registration Statement pursuant and related Prospectus from and after the Effectiveness Date agrees to this Agreement unless deliver a Notice and until such Holder furnishes Questionnaire to the Company in writing, within 10 20 Business Days after receipt of a request thereforthe Notice and Questionnaire. From and after the Effectiveness Date, such information as the Company may reasonably request for shall, as promptly as practicable but in no event later than (x) 20 Business Days after the date delivery it of the Notice and Questionnaire (but no earlier than 20 Business Days after effectiveness) and (y) 20 Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within 20 Business Days of such delivery date, use in connection commercially reasonable efforts to: (i) if required by applicable law, file with such Resale the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or preliminary a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus included therein and in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its best effort to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable, but in any application event by the date that is 45 days after the date such post-effective amendment is required by this clause to be filed with or under state securities laws. No (the “Amendment Effectiveness Deadline Date”); (ii) provide such Holder copies of Transfer Restricted Securities shall be entitled to Liquidated Damages the any documents filed pursuant to Section 3 hereof unless and until 2(f)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(f)(i); provided that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall have provided all so inform the Holder delivering such reasonably requested informationNotice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance with Section 4(b); and provided, further, that the Company shall not be required to file more than one post-effective amendment in any calendar quarter. Each Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as to which a selling securityholder in any Resale Shelf Registration Statement is being effected agrees or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to furnish promptly 10 Business Days from the Expiration of a Suspension Period (and the Company shall incur no obligation to pay Additional Interest during such extension) if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date. (g) Promptly, on the first date after (i) April 8, 2009 or (ii) if the notes are reopened, the one-year anniversary of the last original issuance date of such reopening, on which the Securities are freely transferable without restrictions by Holders that are not Affiliates of the Company in compliance with Rule 144 (or any other similar provision then in force), the Company shall notify the Trustee to remove any restrictive legends from such Securities (and upon such notice the restrictive legends shall be deemed removed; notify the Holders that the restrictive legends have been removed or deemed removed; and notify the Trustee and DTC to change the CUSIP number for the Securities to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingunrestricted CUSIP number.

Shelf Registration. (a) The Company shall: (i) as soon as practicable, but not at its cost, no later than 90 120 days after the date hereof (Closing Date, file with the "Resale Shelf Filing Deadline")SEC, and thereafter shall use its commercially reasonable efforts to cause to be filed declared effective as promptly as practicable but no later than 210 days after the Closing Date, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement shall provide for resales relating to the offer and sale of all Transfer Restricted the Registrable Securities held by the Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause such Resale Shelf Registration Statement to be declared effective by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities2.1(d). (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) at its cost, use its best efforts commercially reasonable efforts, subject to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts Section 2.5, to keep such Conversion the Shelf Registration Statement continuously effective until in order to permit the earlier Prospectus forming part thereof to be usable by Holders (i) for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC, or (ii) for such shorter period that will terminate (A) such time as when all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if Registrable Securities covered by the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect have been sold pursuant to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, (B) when the Holders, other than “affiliates” (as required by defined in Rule 144 under the applicable provisions 1▇▇▇ ▇▇▇) of Section 4(bthe Company, are able to sell or transfer to the public all Registrable Securities immediately without restriction pursuant to Rule 144 (or any similar provision then in force, including Rule 144(k) hereofbut not Rule 144A) under the 1933 Act or (C) when all Registrable Securities cease to be outstanding or otherwise cease to be Registrable Securities (the “Effectiveness Period”). (c) No Notwithstanding any other provisions hereof, the Company shall use its commercially reasonable efforts to provide that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Notwithstanding any other provision hereof, no Holder of Transfer Restricted Registrable Securities may include any of its Transfer Restricted Registrable Securities in any Resale the Shelf Registration Statement pursuant to this Agreement unless and until such the Holder furnishes to the Company a fully completed notice and questionnaire in writing, within 10 Business Days after receipt of a request therefor, the form attached as Annex A to the Offering Memorandum (the “Questionnaire”) and such other information in writing as the Company may reasonably request in writing for use in connection with such Resale the Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No At least 30 days prior to the filing of the Shelf Registration Statement, the Company will provide notice to the Holders of its intention to file the Shelf Registration Statement. In order to be named as a selling securityholder in the Prospectus at the time of effectiveness of the Shelf Registration Statement, each Holder must, before the filing of Transfer Restricted Securities the Shelf Registration Statement and no later than the 20th day after being notified of the Company’s intention to file, furnish the completed Questionnaire and such other information that the Company may reasonably request in writing, if any, to the Company in writing and the Company shall include the information from the completed Questionnaire and such other information, if any, in the Shelf Registration Statement and the Prospectus in a manner so that upon effectiveness of the Shelf Registration Statement the Holder will be entitled permitted to Liquidated Damages pursuant deliver the Prospectus to Section 3 hereof unless purchasers of the Holder’s Registrable Securities. From and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale after the date that the Shelf Registration Statement is being effected first declared effective by the SEC, upon receipt of a completed Questionnaire and such other information that the Company may reasonably request in writing, if any, the Company will use its commercially reasonable efforts to file within 20 business days any amendments or supplements to the Shelf Registration Statement necessary for such Holder to be named as a selling securityholder in the Prospectus contained therein to permit such Holder to deliver the Prospectus to purchasers of the Holder’s Securities (subject to the Company’s right to suspend the Shelf Registration Statement as described in Section 2.5 below); provided, however, that the Company shall not be required to file more than one such amendment to the Shelf Registration Statement in any calendar quarter for all such Holders. Holders that do not deliver a completed written Questionnaire and such other information, as provided for in this Section 2.1(d), will not be named as selling securityholders in the Prospectus. Each Holder named as a selling securityholder in the Prospectus agrees to promptly furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such the Holder not materially misleading and any other information regarding such Holder and the distribution of such Holder’s Registrable Securities as the Company may from time to time reasonably request in writing. (e) Each Holder agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effectiveness Period, to notify the Company, within ten days of a written request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of such Holder’s Registrable Securities have been so sold; provided that the Company shall use reasonable efforts to confirm that all of such Holder’s Registrable Securities have been so sold prior to making such assumption. (f) The Company represents and agrees that, unless it obtains the prior consent of a majority of the Registrable Securities that are registered under the Shelf Registration Statement at such time or the approval of the counsel for the Holders of such Registrable Securities or the consent of the managing underwriter in connection with any underwritten offering of Registrable Securities, and each Holder represents and agrees that, unless it obtains the prior consent of the Company and any such underwriter, it will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the 1933 Act (an “Issuer Free Writing Prospectus”), or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, required to be filed with the SEC. The Company represents that any Issuer Free Writing Prospectus will not include any information that conflicts with the information contained in the Shelf Registration Statement or Prospectus and that any Issuer Free Writing Prospectus, when taken together with the information in the Shelf Registration Statement and the Prospectus, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company agrees to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company if required by the 1933 Act, or to the extent the Company does not reasonably object, as reasonably requested in writing by the Initial Purchasers with respect to information relating to the Initial Purchasers or by the Trustee on behalf of the Holders with respect to information relating to the Holders, and to furnish to the Holders of Registrable Securities that are covered under such Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC in such amounts as they may reasonably request.

Shelf Registration. (a) The Company shall: (i) as soon as practicable, but not No later than 90 days the date that is three months after the date hereof Closing Date (the "Resale Shelf Filing Deadline")“Rights Effective Date”) and subject to the other restrictions contained in this Section 2, cause the Company use its commercially reasonable efforts to be filed prepare and file a shelf registration statement pursuant on Form S-3 or another appropriate form that the Company is eligible to Rule 415 under use and which form shall be available for the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement shall provide for resales resale of all Transfer Restricted Registrable Securities held by Holders that have provided on a continuous or delayed basis in accordance with Section 415 of the information required pursuant to Section 2(cSecurities Act and reasonable and customary methods of distribution as set forth in such registration statement (the “Shelf Registration”) hereof; (ii) and will use its best commercially reasonable efforts to cause such Resale Shelf Registration registration Statement to be declared effective effective. If the Company is a Well-Known Seasoned Issuer at the time of filing the Shelf Registration with the SEC, such Shelf Registration shall be designated by the Commission on or before 150 days after Company as an Automatic Shelf Registration Statement. (b) Subject to Section 2(c), so long as permitted by applicable law, the date hereof; and (iii) Company shall use its best commercially reasonable efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales of Registrable Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, until the Holders no longer own Registrable Securities Act and at which time the policies, rules and regulations Company shall have the right to terminate the effectiveness of the Commission as announced from time Shelf Registration. The Company shall use its commercially reasonable efforts to time, until, subject file a new Shelf Registration pursuant to Rule 415(a)(6) to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities. (b) The Company shall: (i) cause to be filed a registration statement (extent the "Conversion initial Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion was an Automatic Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts no longer available for resales of Registrable Securities pursuant to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereofRule 415(a)(5). (c) No Holder Upon delivery to the Investor of Transfer Restricted Securities may include any a certificate signed by the chief executive officer or chief financial officer of its Transfer Restricted Securities in any Resale the Company stating that the continued use of the Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to would require the Company in writingto make an Adverse Disclosure (the “Notice”), within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request suspend the Investor Group’s use of the Shelf Registration (a “Shelf Suspension”); (a) for as long as necessary to avoid the Adverse Disclosure as determined in good faith by the chief executive officer or chief financial officer of the Company, after consultation with the Company’s legal counsel, but in no event longer than 30 days; and (b) for as long as necessary to avoid the Adverse Disclosure as determined in good faith by the Board, after consultation with the Company’s legal counsel, at a properly convened meeting thereof or by unanimous written consent; provided that during any 365-day period a Shelf Suspension may only be in effect for an aggregate of 90 days. Except as required by applicable law, no Investor nor any of their Affiliates and representatives shall make any public disclosure regarding, and shall treat as confidential, any Shelf Suspension or Notice and the Investors shall be responsible for breaches of confidentiality by their respective Affiliates and representatives. In the event of a Shelf Suspension, each Investor agrees that the Holders shall suspend use of the prospectus related to the Shelf Registration in connection with such Resale any sale or purchase of or offer to sell or purchase Registrable Securities upon receipt of the Notice. The Company shall promptly notify the Investors upon the termination of any Shelf Suspension and use commercially reasonable efforts to promptly amend or supplement the Shelf Registration Statement following the termination of such Shelf Suspension, if necessary, so it does not contain any untrue statement of a material fact or Prospectus or preliminary Prospectus included therein and in any application omit to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information a material fact required to be disclosed stated therein in order to make the information previously furnished statements therein not misleading. (d) The Company shall have the right to defer or suspend the filing or effectiveness of a registration statement under Section 2 for a reasonable period of time not to exceed 90 days if a prior registration statement of the Company for an underwritten, public offering by the Company of its securities was declared effective by the SEC less than 120 days prior to the anticipated effective date of the registration under Section 2. (e) Each Investor agrees that neither an Investor nor any Holder or Affiliate will take, directly or indirectly any action designed to stabilize or manipulate the price of any security of the Company, except in each case as may be permitted by applicable law. (f) If any of the Registrable Securities to be sold under a Shelf Registration pursuant to this Section 2 are to be sold in an underwritten offering, each of (i) the Company by and (ii) the Holders of a majority of such Holder not materially misleadingRegistrable Securities included in such offering, may select an Underwriter or Underwriters to manage such offering which Underwriter or Underwriters shall be reasonably acceptable to the Holders of a majority of such Registrable Securities included in such offering or the Company, as applicable. (g) Persons receiving in-kind distributions of shares of Common Stock from Investors shall be permitted to participate in an offering shall be considered “Holders Indemnitees” pursuant to Section 10(a) solely for such purpose provided that such Persons become a party to this Agreement or otherwise enter into reasonable and customary agreements relating thereto.

Shelf Registration. (a) The Company and the Trust shall: , at their cost, as promptly as practicable (i) as soon as practicable, but not later in no event more than 90 days after following the date hereof of original issuance (the "Resale Issue Date") of the Preferred Securities) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective within 150 days following the Issue Date a registration statement (the "Shelf Filing DeadlineRegistration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), cause relating to be filed a shelf registration statement pursuant the offer and sale of the Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "Resale Shelf Registration StatementRegistration"); provided, which Resale however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by --------------- * The terms Term Income Deferrable Equity Security (TIDES)(SM) and TIDES(SM) are registered servicemarks of Credit Suisse First Boston Corporation. 2 it covered by such Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause unless such Resale Shelf Registration Statement Holder agrees in writing to be declared effective bound by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by all the provisions of Section 4(b) hereof this Agreement applicable to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted SecuritiesHolder. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) shall use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its reasonable best efforts to keep such Conversion the Shelf Registration Statement continuously effective until in order to permit the earlier prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (Aor for such longer period if extended pursuant to this paragraph (b) or to Section 3(h) below) from the date of its effectiveness or such time as shorter period that will terminate when (i) all Notes the Securities covered by the Shelf Registration Statement have been converted into Conversion Shares sold pursuant thereto or redeemed (ii) in the written opinion of counsel to the Trust and the Company, all outstanding Securities held by persons that are not affiliates of the Trust or the Company may be resold without registration under the Act pursuant to Rule 144(k) under the Act or any successor provision thereto or any other applicable law, rule or regulation, whether now in effect or hereinafter promulgated, adopted or issued (B) August 15, 2009the "Shelf Registration Period"); provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effectivehowever, the Company shall not be obligated to keep the Shelf Registration Statement continuously effective to the extent set forth above if (i) file the Company determines, in its reasonable judgment, upon advice of counsel, as authorized by a registration statement (alsoresolution of its Board of Directors, a "Conversion that the continued effectiveness and usability of the Shelf Registration Statement"Statement would (x) require the disclosure of material information, which the Company has a bona fide business reason for preserving as confidential, or (y) interfere with respect any financing, acquisition, corporate reorganization or other material transaction or development involving the Company or any of its subsidiaries or its parent or the contemplated timing thereof, provided that the failure to keep the resale Shelf Registration Statement effective and usable for offers and sales of Conversion Shares before the one year anniversary Securities for such reason shall last no longer than 45 days in any three-month period or three periods not to exceed an aggregate of the Closing Date90 days in any 12-month period (whereafter Additional Interest (as defined in Section 6(a)) shall accrue and be payable), and (ii) use its best efforts the Company and the Trust promptly thereafter complies with the requirements of Section 3(h) hereof, if applicable; provided further that the number of days of any actual Suspension Period shall be added on to cause the end of the two-year period specified above. Any such registration statement period during which the Company is excused from keeping the Shelf Registration Statement effective and usable for offers and sales of Securities is referred to become herein as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective by or the First Conversion Date prospectus included therein is no longer usable for offers and (iii) use its best efforts to keep such registration statement continuously effective until sales of Securities and shall end on the earlier to occur of (A1) the date on which all Notes can each seller of Securities covered by the Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 3(h) hereof or is advised in writing by the Company that the use of the prospectus may be resold by holders thereof without restrictions and without registration under the Securities Act resumed and (B2) such time the expiration of 45 days in any three-month period or three periods not to exceed an aggregate of 90 days in any 12-month period during which one or more Suspension Periods has been in effect. Except as all Conversion Shares covered by such registration statement provided above, the Company shall be deemed not to have been resold pursuant thereto. The Company further agrees used its reasonable best efforts to supplement and amend keep the Conversion Shelf Registration StatementStatement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, as unless such action is required by the applicable provisions of Section 4(b) hereoflaw. (c) No Holder Notwithstanding any other provisions of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale this Agreement to the contrary, the Company shall cause the Shelf Registration Statement pursuant and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to this Agreement unless comply in all material respects with the applicable requirements of the Securities Act and until such Holder furnishes the rules and regulations of the Securities and Exchange Commission (the "Commission") and (ii) not to the Company in writing, within 10 Business Days after receipt contain any untrue statement of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement material fact or Prospectus or preliminary Prospectus included therein and in any application omit to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information a material fact required to be disclosed stated therein or necessary in order to make the information previously furnished to statements therein, in light of the Company by such Holder circumstances under which they were made, not materially misleading.

Shelf Registration. (a) The Company shall: (i) as soon as practicable, but not no later than 90 120 calendar days after following the date hereof (Closing Date, file with the "Resale Shelf Filing Deadline"), cause to be filed Commission a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement and, thereafter, shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by under the Commission on or before 150 Securities Act no later than 180 calendar days after following the date hereofClosing Date; and (iii) use its best efforts provided, however, that the Company may, upon written notice to keep such Resale all Holders, postpone having the Shelf Registration Statement continuously effectivedeclared effective for a reasonable period not to exceed 90 days if the Company possesses material non-public information, supplemented the disclosure of which would have a material adverse effect on the Company and amended its subsidiaries taken as required by the provisions of Section 4(b) hereof a whole or if a pending transaction that would be material to the extent necessary Company and its subsidiaries, taken as a whole, could be materially adversely affected as a result; provided, further, however, that no Holder shall be entitled to ensure that it is available be named as a selling securityholder in the Shelf Registration Statement or to use the Prospectus forming a part thereof for resales by the Holders of Transfer Restricted Registrable Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, unless such time as no Notes remain Transfer Restricted SecuritiesHolder is an Electing Holder. (b) The Company shall: shall use its reasonable best efforts: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion the Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Holders until the earlier earliest of (A1) the sale of all Registrable Securities registered under the Shelf Registration Statement; (2) the expiration of the period referred to in Rule 144(k) of the Securities with respect to all Registrable Securities held by Persons that are not Affiliates of the Company; and (3) two years from the date (the “Effective Date”) such time Shelf Registration Statement is declared effective (such period being referred to herein as all Notes have been converted into Conversion Shares or redeemed and the “Effectiveness Period”); (Bii) August 15after the Effective Time of the Shelf Registration Statement, 2009promptly upon the request of any Holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such Holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Holder as a selling securityholder in the Shelf Registration Statement; provided, however, that if nothing in this subparagraph shall relieve such Holder of the obligation to return a completed and signed Notice and Questionnaire to the Company determines thatin accordance with Section 3(a)(ii) hereof; and (iii) if at any time the Securities, notwithstanding its best effortspursuant to Section 4.2 of the Indenture, are convertible into securities other than Common Stock, to cause, or to cause any successor under the Commission will not declare Indenture to cause, such Conversion securities to be included in the Shelf Registration Statement effective, no later than the date on which the Securities may then be convertible into such securities. The Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect be deemed not to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use have used its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its reasonable best efforts to keep the Shelf Registration Statement effective during the Effectiveness period if the Company voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any of such registration statement continuously effective until the earlier of Registrable Securities during such period, unless such action is (A) required by applicable law and the date on which all Notes can be resold by holders thereof without restrictions and without registration under Company thereafter promptly complies with the Securities Act and requirements of paragraph 3(j) below or (B) such time as all Conversion Shares covered by such registration statement have been resold permitted pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b2(c) hereofbelow. (c) No Holder The Company may suspend the use of Transfer Restricted Securities may include any of its Transfer Restricted Securities the Prospectus for a period not to exceed 30 days in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to 90-day period or an aggregate of 90 days in any 12-month period (each, a “Suspension Period”) if the Board of Directors of the Company shall have determined in writinggood faith that because of valid business reasons (not including avoidance of the Company’s obligations hereunder), within 10 Business Days after receipt including the acquisition or divestiture of a request thereforassets, such information as pending corporate developments and similar events, it is in the best interests of the Company may reasonably request for to suspend such use, and prior to suspending such use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingsuspension.

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

Shelf Registration. (a) The If only the Company shall: (i) as soon as practicablesells Common Shares in an initial public offering or all of the Warrant Shares have not been registered under the Securities Act or sold in a public offering of Common Shares, but not later than 90 days after the date hereof (the "Resale Shelf Filing Deadline"), cause to be filed a shelf registration statement Company shall file pursuant to Rule 415 under the Securities Act a shelf registration statement on the appropriate form (the "Resale Shelf Warrant Registration Statement")) ------------------------------ covering the issuance of the Warrant Shares upon exercise of the Warrants and shall use its best efforts to cause the Warrant Registration Statement to become effective under the Securities Act within 180 days after the closing date of the initial public offering of Common Shares; provided, which Resale Shelf however, that (1) in no -------- ------- event may the Warrant Registration Statement be declared effective prior to the first anniversary of the Closing Date and (2) if the Commission shall request that the Company register the resale of the Warrant Shares instead of the issuance thereof, the Warrant Registration Statement shall register such resale as opposed to such issuance. The Company shall use reasonable efforts to keep the Warrant Registration Statement continuously effective until the earlier of (i) such time as all Warrants have been exercised thereunder or all Warrant Shares have been sold thereunder, as the case may be, and (ii) the second anniversary of the Closing Date (the "Shelf Expiration Date"). Prior to filing --------------------- the Warrant Registration Statement or any amendment thereto, the Company shall provide a copy thereof to the Initial Purchasers and their counsel and afford them a reasonable time to comment thereon. (b) If the Warrant Registration Statement shall register the resale of the Warrant Shares (a "Resale Shelf") as provided in clause (2) of the proviso ------------ to the first sentence of Section 3(a) above, the Company agrees to: (i) make available for resales inspection by a representative of all Transfer Restricted Securities held by Holders that have provided the information required Holders, any underwriter participating in any disposition pursuant to Section 2(c) hereof; such Resale Shelf and attorneys and accountants designated by the Holders, at reasonable times and in a reasonable manner, financial and other records, documents and properties of the Company that are pertinent to the conduct of due diligence, and cause the officers, directors and employees of the Company to supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with a Resale Shelf; (ii) use its best efforts to cause such all Warrant Shares sold under a Resale Shelf Registration Statement to be declared effective listed on any securities exchange or any automated quotation system on which similar securities issued by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that it is available for resales Company are then listed if requested by the Holders of Transfer Restricted Securities entitled Warrant Shares representing a majority of the Warrants originally issued, to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations extent such Warrant Shares satisfy applicable listing requirements; (iii) provide copies of the Commission as announced from time prospectus included in such Resale Shelf to time, until, subject Holders that are selling Warrant Shares pursuant to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted Securities.Resale Shelf; (b) The Company shall: (iiv) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior provided to the one year anniversary Holders and beneficial owners of Warrant Shares, upon the Closing Dateeffectiveness of such Resale Shelf, a customary "10b-5" opinion of independent counsel (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the an "First Conversion DateOpinion") and a customary "cold ------- comfort" letter of independent auditors (iiia "Comfort Letter"); -------------- (v) use its best efforts cause to keep be provided to the Holders and beneficial owners of Warrant Shares an Opinion and Comfort Letter with respect to each Form 10-K and Form 10-Q, including any amendments thereto, that is incorporated by reference in such Conversion Shelf Registration Statement continuously effective until Resale Shelf; and (vi) notify the earlier of Holders, (A) such time as all Notes have when the Resale Shelf has become effective and when any post-effective amendment thereto has been converted into Conversion Shares or redeemed filed and becomes effective, (B) August 15of any request by the Commission or any state securities authority for amendments and supplements to the Resale Shelf or of any material request by the Commission or any state securities authority for additional information after the Resale Shelf has become effective, 2009; provided(C) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of the Resale Shelf or the initiation of any proceedings for that purpose, that (D) if, between the effective date of the Resale Shelf and the closing of any sale of Warrant Shares covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, including this Agreement, relating to disclosure cease to be true and correct in all material respects or if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") receives any notification with respect to the resale of Conversion Shares before the one year anniversary suspension of the Closing Datequalification of the Warrant Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose, (iiE) use its best efforts to cause such registration statement to become effective by of the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until happening of any event during the earlier of (A) period the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale Shelf Registration Statement pursuant to this Agreement unless and until is effective such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with that such Resale Shelf Registration Statement or Prospectus the related prospectus contains an untrue statement of a material fact or preliminary Prospectus included therein and in any application omits to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information a material fact required to be disclosed in order stated therein or necessary to make the information previously furnished to statements therein not misleading and (F) of any determination by the Company by such Holder not materially misleadingthat a post-effective amendment to a Registration Statement would be appropriate.

Shelf Registration. (a) The Company shall: : (i) as soon as practicable, but not later than 90 15 days after the date hereof (the "Resale Shelf Filing DeadlineSHELF FILING DEADLINE"), cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act (together with any amendments thereto, and including any documents incorporated by reference therein, the "Resale Shelf Registration StatementSHELF REGISTRATION STATEMENT"), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(c2(b) hereof; ; (ii) use its best commercially reasonable efforts to cause such Resale the Shelf Registration Statement to be declared effective by the Commission on or before 150 not later than 120 days after the date hereofhereof (the "EFFECTIVENESS TARGET DATE"); and and (iii) use its best efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, Agreement and to ensure that it (B) conforms with the requirements of this Agreement, Agreement and the Securities Act and Act, for a period (the policies, rules and regulations "EFFECTIVENESS PERIOD") that will terminate upon the earliest of (x) the second anniversary of the Commission as announced from time to timeeffective date of the Shelf Registration Statement, until, subject to the provisions of Section 4(b)(i(y) hereof, such time as no Notes remain when all Transfer Restricted SecuritiesSecurities registered under the Shelf Registration Statement have been sold in accordance with it and (z) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise). (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes To have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities included in any Resale the Shelf Registration Statement pursuant to this Agreement, each Holder shall complete the Selling Securityholder Notice and Questionnaire, the form of which is contained in Exhibit A to this Agreement unless (the "QUESTIONNAIRE"). The Company shall mail the Questionnaire to each Holder not less than 20 Business Days (but not more than 40 Business Days) prior to the time the Company intends in good faith to have the Shelf Registration Statement declared effective by the Commission. Holders are required to complete and until deliver the Questionnaire to the Company prior to or on the 20th Business Day after the date of a written request therefor by the Company (which request shall include a copy of the Questionnaire) (such deadline, the "QUESTIONNAIRE DEADLINE"). Holders that do not complete and deliver the Questionnaire will not be named as selling securityholders in the Prospectus. Prior to such time, each Holder furnishes may complete the Questionnaire and deliver it to the Company prior to such request and, as a result, shall be entitled to have its Transfer Restricted Securities included in the initial Shelf Registration Statement filed with the Commission. In addition, upon receipt of written request for additional information from the Company, each Holder who intends to be named as a selling securityholder in the Shelf Registration Statement shall furnish to the Company in writing, within 10 20 Business Days after such Holder's receipt of a request thereforsuch request, such additional information as regarding such Holder and the Company may reasonably request for use proposed distribution by such Holder of its Transfer Restricted Securities, in connection with such Resale the Shelf Registration Statement or Prospectus or preliminary Preliminary Prospectus included therein and in any application to be filed with or under state securities lawslaw, as the Company may reasonably request. No Holder In connection with all such requests for information from Holders of Transfer Restricted Securities Securities, the Company shall be entitled notify such Holders of the requirements set forth in this paragraph regarding their obligation to Liquidated Damages provide the information requested pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested informationthis Section. Each Holder as to which any Resale the Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. Upon receipt of a completed Questionnaire after the Questionnaire Deadline, the Company will as promptly as practicable, but in any event within 10 Business Days of receipt, file any amendments or supplements to the Shelf Registration Statement to allow such Holder to be named as a selling Holder in the Prospectus included therein; provided, however, that the Company shall not be obligated to file (i) more than one such pre-effective amendment or supplement for all Holders during any fiscal quarter and (ii) more than one post-effective amendment for all Holders during any semi-annual period, and provided further, in all such cases involving supplements or amendments (whether pre-effective or post-effective), the Company shall only be obligated to make a filing when the principal amount of Notes to be included in such amendment or supplement is more than $1 million.

Shelf Registration. (a) The Company shall: , at its cost, prepare and, as promptly as practicable (ibut in no event more than 120 days after so required or requested pursuant to this Section 1) file with the Securities and Exchange Commission (the "Commission") and thereafter use its reasonable best efforts to cause to be declared effective as soon as practicable, practicable (but not later in no event more than 90 210 days after the latest date hereof of original issuance of the Initial Securities) a registration statement on Form S-3 (the "Resale SHELF REGISTRATION STATEMENT" relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 5 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Filing Deadline"), cause to be filed a shelf registration statement pursuant to Registration Statement and Rule 415 under the Securities Act of 1933, as amended (the "Resale Shelf Registration StatementSECURITIES ACT") (hereinafter, the "SHELF REGISTRATION"); provided, which Resale however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its best efforts to cause unless such Resale Shelf Registration Statement Holder agrees in writing to be declared effective bound by the Commission on or before 150 days after the date hereof; and (iii) use its best efforts to keep such Resale Shelf Registration Statement continuously effective, supplemented and amended as required by all the provisions of Section 4(b) hereof this Agreement applicable to the extent necessary to ensure that it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, such time as no Notes remain Transfer Restricted SecuritiesHolder. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) shall use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its reasonable best efforts to keep such Conversion the Shelf Registration Statement continuously effective until in order to permit the earlier prospectus included therein (the "PROSPECTUS") to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (Aor for such longer period if extended pursuant to Section 2(h) below) from the date of its effectiveness or such time as shorter period that will terminate when all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, Securities covered by the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, have been sold pursuant thereto or (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and are no longer restricted securities (iiias defined in Rule 144(k) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and Act, or any successor rule thereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (B) in any such time as all Conversion Shares covered by case, such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend period being called the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof"SHELF REGISTRATION PERIOD"). (c) No Holder Notwithstanding any other provisions of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale this Agreement to the contrary, the Company shall cause the Shelf Registration Statement pursuant and the Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to this Agreement unless comply in all material respects with the applicable requirements of the Securities Act and until such Holder furnishes the rules and regulations of the Commission and (ii) not to the Company in writing, within 10 Business Days after receipt contain any untrue statement of a request therefor, such information as the Company may reasonably request for use in connection with such Resale Shelf Registration Statement material fact or Prospectus or preliminary Prospectus included therein and in any application omit to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information a material fact required to be disclosed stated therein or necessary in order to make the information previously furnished to statements therein, in light of the Company by such Holder circumstances under which they were made, not materially misleading.

Shelf Registration. (a) The Company shall: (i) as soon as practicable, but not no later than 90 calendar days after following the date hereof (Closing Date, file with the "Resale Shelf Filing Deadline"), cause to be filed Commission a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement and, thereafter, shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by under the Commission on or before 150 Securities Act no later than 180 calendar days after following the date hereofClosing Date; and (iii) use its best efforts provided, however, that the Company may, upon written notice to keep such Resale all Holders, postpone having the Shelf Registration Statement continuously effective, supplemented declared effective for a reasonable period not to exceed 90 days if the Company possesses material non-public information and amended as required by the provisions Board of Section 4(b) hereof to Directors of the extent necessary to ensure Company has determined in good faith that it is available in the best interests of the Company to postpone having the Shelf Registration Statement declared effective; provided, further, however, that no Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the Prospectus forming a part thereof for resales by the Holders of Transfer Restricted Registrable Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, unless such time as no Notes remain Transfer Restricted SecuritiesHolder is an Electing Holder. (b) The Company shall: shall use its reasonable best efforts: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion the Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Holders until the earlier earliest of (A1) such time as the sale of all Notes have been converted into Conversion Shares or redeemed Registrable Securities registered under the Shelf Registration Statement; (2) the expiration of the period referred to in Rule 144(k) of the Securities Act with respect to all Registrable Securities held by persons that are not Affiliates of the Company; and (B3) August 15two years from the date of the last Time of Delivery of the Securities (such period being referred to herein as the "Effectiveness Period"); (ii) after the Effective Time of the Shelf Registration Statement, 2009promptly upon the request of any Holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such Holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Holder as a selling securityholder in the Shelf Registration Statement; provided, however, that if (1) nothing in this subparagraph shall relieve such Holder of the obligation to return a completed and signed Notice and Questionnaire to the Company determines thatin accordance with Section 3(a)(ii) hereof, notwithstanding its best efforts, and (2) nothing in this subparagraph shall obligate the Commission will not declare such Conversion Company to file more than one post-effective amendment to the Shelf Registration Statement effectivein any fiscal quarter, such timing to be determined in the Company shall reasonable discretion of the Company; and (iiii) file if at any time the Securities, pursuant to Article XII of the Indenture, are convertible into securities other than Common Stock, to cause, or to cause any successor under the Indenture to cause, such securities to be included in the Shelf Registration Statement (or a registration statement (also, a "Conversion substantially similar to the Shelf Registration Statement") with respect no later than the date on which the Securities may then be convertible into such securities. The Company shall be deemed not to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use have used its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if the Company voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any of such registration statement continuously effective until the earlier of Registrable Securities during that period, unless such action is (A) required by applicable law and, to the date on which all Notes can be resold by holders thereof without restrictions and without registration under extent applicable, the Securities Act and Company thereafter promptly complies with the requirements of paragraph 3(j) below or (B) such time as all Conversion Shares covered by such registration statement have been resold permitted pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b2(c) hereofbelow. (c) No Holder The Company may suspend the use of Transfer Restricted Securities may include any of its Transfer Restricted Securities the Prospectus for a period not to exceed 30 days in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to 90-day period or an aggregate of 90 days in any 12-month period if the Board of Directors of the Company shall have determined in writinggood faith that because of valid business reasons (not including avoidance of the Company's obligations hereunder), within 10 Business Days after receipt including the acquisition or divestiture of a request thereforassets, such information as pending corporate developments and similar events, it is in the best interests of the Company may reasonably request for to suspend such use, and prior to suspending such use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingsuspension.

Shelf Registration. (a) The Company Issuer shall: : (i) as soon as practicable, but not later than 90 120 days after the date hereof (the "Resale “Shelf Filing Deadline"”), use its commercially reasonable best efforts to cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale “Shelf Registration Statement"”), which Resale Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(c2(b) hereof; ; (ii) use its commercially reasonable best efforts to cause such Resale the Shelf Registration Statement to be declared effective by the Commission on or before 150 as promptly as practicable, but in no event later than 210 days after the date hereofhereof (the “Effectiveness Target Date”); and and (iii) use its commercially reasonable best efforts to keep such Resale the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled to the benefit of this Agreement, Agreement and to ensure that it (B) conforms with the requirements of this Agreement, Agreement and the Securities Act and the policies, rules and regulations of the Commission promulgated thereunder as announced from time to time, until, subject to time for a period (the provisions “Effectiveness Period”) of: (1) two years following the last date of Section 4(b)(ioriginal issuance of Debentures; or (2) hereof, such time as no Notes remain shorter period that will terminate when (x) all of the Holders of Transfer Restricted SecuritiesSecurities are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto, (y) when all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) or (z) all Transfer Restricted Securities registered under the Shelf Registration Statement have been sold. (b) The Company shall: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion Shelf Registration Statement continuously effective until the earlier of (A) such time as all Notes have been converted into Conversion Shares or redeemed and (B) August 15, 2009; provided, that if the Company determines that, notwithstanding its best efforts, the Commission will not declare such Conversion Shelf Registration Statement effective, the Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its best efforts to keep such registration statement continuously effective until the earlier of (A) the date on which all Notes can be resold by holders thereof without restrictions and without registration under the Securities Act and (B) such time as all Conversion Shares covered by such registration statement have been resold pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b) hereof. (c) No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Resale the Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company Issuer in writing, within 10 Business Days prior to or on the 20th day after receipt of a request therefortherefor (the “Questionnaire Deadline”), such information as the Company Issuer may reasonably request request, including the information specified in the form of questionnaire attached as Annex A to the Offering Memorandum, for use in connection with such Resale the Shelf Registration Statement or the Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. In connection with all such requests for information from Holders in addition to that set forth in Annex A to the Offering Memorandum, the Issuer shall notify such Holders of the requirements set forth in the preceding sentence. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as information prior to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to or on the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingQuestionnaire Deadline.

Shelf Registration. (a) The Company shall: (i) as soon as practicable, but not no later than 90 calendar days after following the date hereof (Closing Date, file with the "Resale Shelf Filing Deadline"), cause to be filed Commission a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Resale Shelf Registration Statement"), which Resale Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement and, thereafter, shall provide for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to Section 2(c) hereof; (ii) use its reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by under the Commission on or before 150 Securities Act no later than 180 calendar days after following the date hereofClosing Date; and (iii) use its best efforts provided, however, that the Company may, upon written notice to keep such Resale all Holders, postpone having the Shelf Registration Statement continuously effectivedeclared effective for a reasonable period not to exceed 90 days if the Board of Directors of the Company shall have determined in good faith that because of valid business reasons (not including avoidance of the Company’s obligations hereunder), supplemented including the acquisition or divestiture of assets, pending corporate developments and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that similar events, it is available in the best interests of the Company to postpone having the Shelf Registration Statement declared effective; provided, further, however, that no Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the Prospectus forming a part thereof for resales by the Holders of Transfer Restricted Registrable Securities entitled to the benefit of this Agreement, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until, subject to the provisions of Section 4(b)(i) hereof, unless such time as no Notes remain Transfer Restricted SecuritiesHolder is an Electing Holder. (b) The Company shall: shall use its reasonable best efforts: (i) cause to be filed a registration statement (the "Conversion Shelf Registration Statement") covering the issuance of the Conversion Shares upon conversion of the Notes prior to the one year anniversary of the Closing Date, (ii) use its best efforts to cause such Conversion Shelf Registration Statement to become effective by the date that is one year after the Closing Date (the "First Conversion Date") and (iii) use its best efforts to keep such Conversion the Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by Holders until the earlier earliest of (A1) the sale of all Registrable Securities registered under the Shelf Registration Statement; (2) the expiration of the period referred to in Rule 144(k) of the Securities Act with respect to all Registrable Securities held by Persons that are not Affiliates of the Company; and (3) two years from the date (the “Effective Date”) such time Shelf Registration Statement is declared effective (such period being referred to herein as all Notes have been converted into Conversion Shares or redeemed and the “Effectiveness Period”); (Bii) August 15after the Effective Time of the Shelf Registration Statement, 2009promptly upon the request of any Holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such Holder to use the Prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such Holder as a selling securityholder in the Shelf Registration Statement; provided, however, that if nothing in this subparagraph shall relieve such Holder of the obligation to return a completed and signed Notice and Questionnaire to the Company determines thatin accordance with Section 3(a)(ii) hereof; and (iii) if at any time the Securities, notwithstanding its best effortspursuant to Article XIII of the Indenture, are convertible into securities other than Common Stock, to cause, or to cause any successor under the Commission will not declare Indenture to cause, such Conversion securities to be included in the Shelf Registration Statement effective, no later than the date on which the Securities may then be convertible into such securities. The Company shall (i) file a registration statement (also, a "Conversion Shelf Registration Statement") with respect be deemed not to the resale of Conversion Shares before the one year anniversary of the Closing Date, (ii) use have used its best efforts to cause such registration statement to become effective by the First Conversion Date and (iii) use its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if the Company voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell any of such registration statement continuously effective until the earlier of Registrable Securities during that period, unless such action is (A) required by applicable law and the date on which all Notes can be resold by holders thereof without restrictions and without registration under Company thereafter promptly complies with the Securities Act and requirements of paragraph 3(j) below or (B) such time as all Conversion Shares covered by such registration statement have been resold permitted pursuant thereto. The Company further agrees to supplement and amend the Conversion Shelf Registration Statement, as required by the applicable provisions of Section 4(b2(c) hereofbelow. (c) No Holder The Company may suspend the use of Transfer Restricted Securities may include any of its Transfer Restricted Securities the Prospectus for a period not to exceed 30 days in any Resale Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to 90-day period or an aggregate of 90 days in any 12-month period if the Board of Directors of the Company shall have determined in writinggood faith that because of valid business reasons (not including avoidance of the Company’s obligations hereunder), within 10 Business Days after receipt including the acquisition or divestiture of a request thereforassets, such information as pending corporate developments and similar events, it is in the best interests of the Company may reasonably request for to suspend such use, and prior to suspending such use in connection with such Resale Shelf Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to be filed with or under state securities laws. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 3 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any Resale Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleadingsuspension.