Exhibit 10.32

ANNEX II

(a)Registration Statement.    As soon as reasonably practicable after the date hereof, Parent shall file with the
Commission a registration statement on Form S-3 (the "Registration Statement") covering the resale to the public by the Stockholders
of the Parent Shares. Parent shall use commercially reasonable efforts to cause the Registration Statement to (i) be declared effective by the Commission immediately prior to the Closing or as
soon thereafter as reasonably practicable and (ii) remain effective until the first anniversary of the Closing Date or such earlier time as all of the Parent Shares covered by the Registration
Statement have been sold pursuant thereto. Thereafter, Parent shall be entitled to withdraw the Registration Statement and the Stockholders shall have no further right to offer or sell any of the
Parent Shares pursuant to the Registration Statement (or any prospectus relating thereto). The Parent Shares subject to the Registration Statement shall not be underwritten unless Parent shall
otherwise consent in its sole discretion.

(b)Notice Procedures.    Each Stockholder shall provide written notice to Parent of any proposed sale of Parent
Shares pursuant to the Registration Statement at least five business days' prior to any such sale. Notwithstanding any other provision of this Annex II, if Parent shall determine in good faith that
(i) continued use by the Stockholders of the Registration Statement would require premature disclosure in such Registration Statement (or the prospectus relating thereto) of material, nonpublic
information concerning Parent, its business or prospects or any proposed material transaction involving Parent and (ii) such premature disclosure would be materially adverse to Parent, its
business or prospects or any such proposed material transaction or would make the successful consummation by Parent of any such material transaction significantly less likely, then the right of the
Stockholders to use such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Parent Shares pursuant thereto shall be suspended for a period (the
"Suspension Period"),providedthat the aggregate number of days covered by Suspension Periods shall not
exceed an aggregate of 90 days in any twelve (12) month period. In the event that Parent receives written notice from a Stockholder with regard to a proposed sale of Parent Shares during
any Suspension Period, Parent shall provide written notice thereof to the Stockholders within three business days after receipt of such Stockholder notice. During the Suspension Period, none of the
Stockholders shall offer or sell any Parent Shares pursuant to or in reliance upon such Registration Statement (or the prospectus relating thereto). Parent shall not be required to disclose to the
Stockholders the reasons for requiring a suspension of sales under the Registration Statement, and the Stockholders shall not disclose to any third party the existence of any such suspension. Parent
agrees that, as promptly as practicable after the consummation, abandonment or public disclosure of the event or transaction that caused Parent to suspend the use of the
Registration Statement (and the prospectus relating thereto) pursuant to this Section (b), Parent will provide the Stockholders with a revised prospectus, if required, and will notify the
Stockholders of their ability to effect offers or sales of Parent Shares pursuant to or in reliance upon such Registration Statement.

(c)Registration Procedures.



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(d)Requirements of Stockholders.    Parent shall not be required to include any Parent Shares in the Registration
Statement unless the Stockholder owning such shares (i) furnishes to Parent in writing such information regarding such Stockholder and the proposed sale of Parent Shares by such Stockholder as
Parent may reasonably request in connection with the Registration Statement or as shall be required in connection therewith by the Commission or any state securities law authorities and
(ii) upon the written request of Parent, confirms in writing its indemnification obligations under Section (e) below. Each Stockholder acknowledges that (x) such Stockholder is
required to comply with Regulation M under the Securities Exchange Act of 1934, as amended, during such time as such Stockholder may be engaged in a distribution of the shares of Parent Stock
and (y) such Stockholder is required to deliver a current prospectus in connection with any sale of Parent Stock covered by the Registration Statement.

(e)Indemnification.



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Promptly
after receipt by an indemnified party under this Section (e) of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to
be made against any indemnifying party under this Section (e), notify the indemnifying party in writing of the commencement thereof and the indemnifying party shall have the right to
participate in and, to the extent the indemnifying party desires, jointly with any other indemnifying party similarly noticed, to assume at its expense the defense thereof with counsel mutually
satisfactory to the parties;provided, however, that, if any indemnified party shall have reasonably concluded that there may be one or more legal
defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon
matters beyond the scope of the indemnity agreement provided in this Section (e), the indemnifying party shall not have the right to assume the defense of such action on behalf of such
indemnified party, and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for the fees and expenses of counsel retained by the indemnified
party that are reasonably related to the matters covered by the indemnity agreement provided in this Section (e). Subject to the foregoing, an indemnified party shall have the right to employ
separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall not be at the expense of the indemnifying party. The failure to notify an
indemnifying party promptly of the commencement of any such action, if materially prejudicial to his, her or its ability to defend such action, shall relieve such indemnifying party of any liability
to the indemnified party under this Section (e), but the omission so to notify the indemnifying party will not relieve him, her or it of any liability that the indemnifying party may have to
any indemnified party otherwise other than under this Annex II.

(f)Rule 144.Parent shall use its commercially reasonable efforts to comply with the requirements of
Rule 144(c) under the Securities Act, as such Rule may be amended from time to time (or any similar rule or regulation hereafter adopted by the Commission), regarding the availability of
current public information to the extent required to enable each Stockholder to sell Parent Shares without registration under the Securities Act pursuant to the resale provisions of Rule 144
(or any similar rule or regulation). Upon the written request of a Stockholder, Parent will deliver to such Stockholder a written statement as to whether it has complied with such requirements and,
upon a Stockholder's compliance with the applicable provisions of Rule 144, will take such action as may reasonably be required (including, without limitation, causing legal counsel to issue an
appropriate opinion) to cause its transfer agent to effectuate any transfer of Parent Shares properly requested by such Stockholder, in accordance with the terms and conditions of Rule 144.

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