“Registrable Securities” means shares of Common Stock held by a Holder, until suchsecurities cease to constitute Registrable Securities (i) when a registration statement withrespect to the sale of such securities shall have become effective under the Securities Act andsuch securities shall have been disposed of thereunder; or (ii) when such securities are soldpursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under theSecurities Act by such Holder, if following such resale such securities do not bear any restrictivelegend relating do the Securities Act and do not bear a restricted CUSIP number; or (iii) when suchsecurities shall have ceased to be issued and outstanding.     “Registration Expenses” means all expenses incurred with the performance of orcompliance with the registration requirements set forth in this Agreement including, withoutlimitation, the following: (i) the fees, disbursements and expenses of the Company’s counsel(s),accountants, and experts in connection with the registration under the Securities Act ofRegistrable Securities (including the expenses of any special audits or “comfort” letters requiredby or incident to such performance and compliance); (ii) all expenses in connection with thepreparation, printing and filing of the registration statement, any preliminary prospectus or finalprospectus, any other offering document and amendments and supplements thereto, and the mailing anddelivering of copies thereof to the underwriters and dealers, if any; (iii) the cost of printing orproducing any agreement(s) among underwriters, underwriting agreement(s) and blue sky or legalinvestment memoranda, any selling agreements, and any other documents in connection with theoffering, sale or delivery of Registrable Securities to be disposed of; (iv) any other expenses inconnection with the qualification of Registrable Securities for offer and sale under statesecurities laws, including the fees and disbursements of counsel for the underwriters in connectionwith such qualification and in connection with any blue sky and legal investment surveys; (v) thefiling fees incident to securing any required review by the Financial Industry Regulatory Authorityof the terms of the sale of Registrable Securities to be disposed of and any blue sky registrationor filing fees, (vi) the fees and expenses incurred in connection with the listing of RegistrableSecurities on each securities exchange on which the securities of the Company of the same class arethen listed, (vii) the fees and expenses of the Company and the underwriters to the road showinvestor presentations, including the cost of any aircraft chartered for such purpose, listingfees, messenger and delivery expenses, and (viii) the fees and expenses of one counsel for theHolders as and to the extent provided in Article 11; provided, however, thatRegistration Expenses with respect to any registration pursuant to this Agreement shall not includeany underwriting discounts or commissions attributable to Registrable Securities.     “SEC” means the United States Securities and Exchange Commission, or such otherfederal agency at the time having the principal responsibility for administering the SecuritiesAct.     “Securities Act” means the Securities Act of 1933, as amended, and the rules andregulations of the SEC thereunder, all as the same shall be in effect at the relevant time.**2. DEMAND REGISTRATION.**     (a) (i) A Holder or Holders may request (at any time and from time to time, after the Companycompletes an IPO) by written notice delivered to the Company that the Company register under theSecurities Act all or any portion of the Registrable Securities then held by such
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Holder or Holders and their affiliates for sale in the manner specified in such notice(including, but not limited to, in an underwritten public offering). In each such case, suchnotice shall specify the number of Registrable Securities for which registration is requested andthe proposed manner of disposition of such securities. Within ten (10) Business Days after receiptof such notice, the Company shall notify the Holder(s) requesting registration of (A) the proposedfiling date of the registration statement and (B) such other information concerning the offering asany Holder may have reasonably requested. If any Holder(s) shall have requested that such offeringbe underwritten, the managing underwriter for such offering shall be chosen by such Holders, withthe consent of the Company (which consent shall not be unreasonably withheld or delayed), not lessthan thirty (30) days prior to the proposed filing date stated in the Company’s notice. On orbefore the thirtieth (30th) day prior to such anticipated filing date, any Holder maygive written notice to the Company and the managing underwriter specifying (A) the number of sharesof Registrable Securities of such Holder that are to be included in the underwriting and/or (B) thenumber of shares of Registrable Securities of such Holder that are to be registered pursuant tosuch registration statement and sold in the open market without any underwriting, on terms andconditions comparable to those normally applicable to offerings in reasonably similarcircumstances, regardless of the method of disposition originally specified in the applicablerequest for registration. Notwithstanding anything to the contrarycontained herein, the obligation of the Company to file a shelfregistration statement prior to the181st dayfollowing the initial public offering of Common Stock by the Companyshall be subject to theterms of any lockup agreement applicable to the Company under the terms of the underwritingagreement entered into by the Company in connection with such initial public offering.          (ii) The Company shall use all commercially reasonable efforts to file with the SEC withinforty-five (45) days (thirty (30) days if the Company may use a Registration Statement on Form S-3to register such Registrable Securities) after the Company’s receipt of written notice from aHolder or Holders pursuant to Section 2(a)(i), a registration statement for the public offering andsale, in accordance with the method of disposition specified by such Holder(s), of the number ofRegistrable Securities specified in such notice, and thereafter use all commercially reasonableefforts to cause such registration statement to become effective as soon as practicable, but in anyevent within sixty (60) days after its filing. Such registration statement may be on Form S-1 oranother appropriate form (including Form S-3) that the Company is eligible to use and that isreasonably acceptable to the managing underwriter, if any.          (iii) If the Company is required to use commercially reasonable efforts to registerRegistrable Securities in a registration initiated upon the demand of a Holder or Holders pursuantto Section 2(a)(i) of this Agreement and the managing underwriters for such offering advise theCompany in writing (with a copy to the Holder(s) demanding the registration) that the inclusion ofall Registrable Securities and other securities sought to be registered may interfere with anorderly sale and distribution of or may materially adversely affect the price of such offering,then the Company will include in such offering (x) first, the aggregate number of RegistrableSecurities requested to be included by the Holder(s) pursuant to Section 2(a)(i) which the managingunderwriters advise will not likely have such effect, allocated pro rata based on the number ofsuch Registrable Securities duly requested to be included in such registration, (y) second, theRegistrable Securities sought to be included in such registration pursuant to Article 3, allocatedpro rata based on the number of such Registrable Securities duly requested to be included in suchregistration and (z) third, all other securities requested to be included in such registration.
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          (iv) Upon the demand of a Holder or Holders made at any time and from time to time, theCompany will facilitate a “takedown” of shares of Common Stock off of an effective shelfregistration statement on Form S-3 (or any successor form thereto).          (v) Upon the demand of a Holder or Holders, the Company will file and seek the effectivenessof a post-effective amendment to an existing shelf registration statement on Form S-3 (or anysuccessor form thereto) in order to register up to the number of shares previously taken down offof such shelf by such Holder(s) and not yet “reloaded” onto such shelf registration statement. TheHolder(s) and the Company will consult and coordinate with each other in order to accomplish suchreplenishments from time to time in a sensible manner.     (b) No registration of Registrable Securities under this Article 2 shall relieve the Companyof its obligation to effect registrations of Registrable Securities pursuant to Article 3.**3. INCIDENTAL REGISTRATION.**     (a) Until all securities subject to this Agreement have ceased to be Registrable Securities,if the Company proposes, at any time and from time to time, to register any equity securities ofthe Company other than Registrable Securities (collectively, “Other Securities”) for publicsale under the Securities Act in a manner which would permit registration of Registrable Securitiesfor sale to the public under the Securities Act, it will give written notice (which notice shallspecify the intended method or methods of disposition) to the Holders of its intention to do sopromptly, but in no event less than twenty (20) days before the anticipated filing date, and uponthe written request of any Holder delivered to the Company within ten (10) Business Days after thegiving of any such notice (which request shall specify the number of Registrable Securitiesintended to be disposed of by such Holder) the Company will use all commercially reasonable effortsto effect, in connection with the registration of the Other Securities, the registration under theSecurities Act of all Registrable Securities which the Company has been so requested to register bythe Holders; provided, however, that:          (i) if, at any time after giving such written notice of its intention to register OtherSecurities and prior to the effective date of the registration statement filed in connection withsuch registration, the Company shall determine for any reason not to register such OtherSecurities, the Company may, at its election, give written notice of such determination to theHolders requesting registration and thereupon the Company shall be relieved of its obligation toregister such Registrable Securities in connection with the registration of such Other Securities(but not from its obligation to pay Registration Expenses to the extent incurred in connectiontherewith as provided in Article 11), without prejudice, however, to the rights of the Holders torequest that such registration be effected as a registration under Article 2;          (ii) the Company will not be required to effect any registration of Registrable Securitiespursuant to this Article 3 if the Company shall have been advised in writing (with a copy to theHolders requesting registration) by a nationally recognized investment banking firm (which may bethe managing underwriter for the offering) that, in such firm’s opinion, the number of RegistrableSecurities and Other Securities proposed to be included exceeds the number which can be sold in theoffering without interfering with an orderly sale and distribution or materially and adverselyaffecting the offering price; provided,
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however, that if an offering of some but not all of the Registrable Securities andOther Securities requested to be registered by the Holders and all other Persons having rights toinclude securities held by them in such registration would not adversely affect the distribution orprice of the securities to be sold in the offering in the opinion of such firm or are included insuch offering notwithstanding any such opinion, then the Company will include in such offering: (x)first, any Other Securities to be issued or sold by the Company, (y) second, the RegistrableSecurities requested to be registered pursuant to Article 3, on the one hand, and the OtherSecurities requested to be registered by other stockholders having similar registration rights asof the date of this Agreement, on the other hand, allocated pro rata based on the relative numberof Registrable Securities then held by such Holder and Other Securities then held by such otherstockholders eligible to be sold in such offering; provided, that any such amount therebyallocated to any such Holder or other stockholder that exceeds the request by such Holder or otherstockholder shall be reallocated among the remaining requesting Holders and other stockholders inlike manner and (z) third, all other securities requested to be included in such registration; and          (iii) the Company shall not be required to give notice of, or effect any registration ofRegistrable Securities under this Article 3 incidental to, the registration of any of itssecurities in connection with mergers, consolidations, acquisitions, exchange offers, subscriptionoffers, dividend reinvestment plans or stock options or other employee benefit or compensationplans.     (b) In connection with any underwritten shelf takedown (whether pursuant to the exercise ofdemand rights pursuant to Article 2 or at the initiative of the Company), the Holders may exercisepiggyback rights to have included in such takedown shares of Common Stock held by them that areregistered on such shelf registration statement on Form S-3 (or any successor form thereto).     (c) No registration of Registrable Securities effected under this Article 3 shall relieve theCompany of its obligations to effect registrations of Registrable Securities pursuant to Article 2.**4. HOLDBACKS AND OTHER RESTRICTIONS.**     (a) Each Holder hereby covenants and agrees with the Company that such Holder shall noteffect, if requested in writing by the managing underwriters of an underwritten offering by theCompany that includes at least seventy-five percent (75%) of the Registrable Securities of suchHolder that such Holder requested to be included in such registration, any public sale ordistribution of equity securities of the Company, including a sale pursuant to Rule 144 under theSecurities Act (except pursuant to this Agreement), during the ten (10) day period prior to, andduring the ninety (90) day period (or such shorter period specified by the managing underwriters)beginning on the effective date of the registration statement relating to the underwritten offeringby the Company of equity securities of the Company; provided, however, that theStockholders shall not be subject to the restrictions set forth in this Section 4(a) at any time atwhich the Stockholders hold Common Stock in an aggregate amount less than five percent (5%) thethen outstanding Common Stock; and provided, further, that this Section 4(a) shallnot apply to any registrations described in Section 3(a)(iii).
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     (b) The Company covenants and agrees with the Holders not to effect any public or private saleor distribution of securities of the Company (other than distributions pursuant to employee benefitplans), including a sale pursuant to Regulation D under the Securities Act (or Section 4(2)thereof), during the ten (10) day period prior to, and during the ninety (90) day period beginningwith, (i) the effective date of a registration statement filed under Section 2(a) hereof or Article3 hereof (if any Registrable Securities are to be registered thereunder) or (ii) in the event of ashelf registration statement, the consummation of an underwritten takedown of RegistrableSecurities, in each case to the extent requested in writing by the managing underwriters, if any,or, if there be none, by one or more of the Holders whose securities are included in suchregistration statement, except pursuant to registrations on Form S-8 (or any successor forms).**5. REGISTRATION PROCEDURES.**     If and whenever the Company is required by the provisions of this Agreement to usecommercially reasonable efforts to effect or cause a registration as provided in this Agreement,and at such times as customarily occur in registered offerings or shelf takedowns, as applicable,the Company will:     (a) Use all commercially reasonable efforts to prepare and file with the SEC, a registrationstatement within the time periods specified herein, and use all commercially reasonable efforts tocause such registration statement to become effective as promptly as practicable and to remaineffective under the Securities Act until the earlier of such time as all securities covered therebyare no longer Registrable Securities or twenty-four (24) months after such registration statementbecomes effective with respect to registrations pursuant to Section 2(a), in every case as any suchperiod may be extended pursuant to Section 5(l) or Article 7 hereto (provided that the Company mayreplace a shelf registration statement filed on Form S-1 with a shelf registration statement filedon Form S-3 as and when the Company becomes eligible to file S-3 registration statements as long assuch a shelf registration statement filed on Form S-1 remains effective until such time as thereplacement shelf registration statement filed on Form S-3 becomes effective);     (b) Prepare and file with the SEC such amendments, post-effective amendments and supplementsto such registration statement and the prospectus used in connection therewith as may be necessaryto keep such registration statement effective for such period of time required by Section 5(a)above, as such period may be extended pursuant to Section 5(l) or Article 7 hereto;     (c) Within a reasonable time prior to the filing of any registration statement, anyprospectus, any amendment to a registration statement, amendment or supplement to a prospectus orany free writing prospectus, provide copies of such documents to the Holders of the RegistrableSecurities being sold and to the underwriter or underwriters of an underwritten offering, ifapplicable, and to their respective counsel; fairly consider such reasonable changes in any suchdocuments prior to or after the filing thereof as the counsel to the Holders of the RegistrableSecurities being sold or the underwriter or the underwriters may request; and make such of therepresentatives of the Company as shall be reasonably requested by the Holders of
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the Registrable Securities being sold or any underwriter available for discussion of suchdocuments;     (d) Within a reasonable time prior to the filing of any document which is to be incorporatedby reference into a registration statement or a prospectus, provide copies of such document tocounsel for the Holders and underwriters; fairly consider such reasonable changes in such documentprior to or after the filing thereof as counsel for such Holders or such underwriter shall request;and make such of the representatives of the Company as shall be reasonably requested by suchcounsel available for discussion of such document;     (e) Comply in all material respects with the provisions of the Securities Act with respect tothe disposition of all securities covered by such registration statement during the period duringwhich any such registration statement is required to be effective;     (f) Furnish to any Holder and any underwriter of Registrable Securities, without charge (i)such number of copies (including manually executed and conformed copies) of such registrationstatement and of each amendment thereof and supplement thereto (including all annexes, appendices,schedules and exhibits), (ii) such number of copies of the prospectus, used in connection with suchregistration statement (including each preliminary prospectus, any summary prospectus and the finalprospectus), and (iii) such number of copies of other documents, in each case as such Holder orsuch underwriter may reasonably request;     (g) Use all commercially reasonable efforts to register or qualify all Registrable Securitiescovered by such registration statement under the securities or “blue sky” laws of states of theUnited States as any Holder or any underwriter shall reasonably request, and do any and all otheracts and things which may be reasonably requested by such Holder or such underwriter to consummatethe offering and disposition of Registrable Securities in such jurisdictions; provided,however, that the Company shall not be required to qualify generally to do business as aforeign corporation or as a dealer in securities, subject itself to taxation, or consent to generalservice of process in any jurisdiction wherein it is not then so qualified or subject;     (h) Cooperate with the Holders of the Registrable Securities being sold and the soleunderwriter or managing underwriter of an underwritten offering shares, if any, to facilitate thetimely preparation and delivery of certificates representing the shares to be sold and not bearingany restrictive legends; and enable such shares to be in such denominations (consistent with theprovisions of the governing documents thereof) and registered in such names as the Holders of theRegistrable Securities being sold or the sole underwriter or managing underwriter of anunderwritten offering of shares, if any, may reasonably request at least five (5) days prior to anysale of such shares;     (i) Use all commercially reasonable efforts to cause the Registrable Securities covered bysuch registration statement to be registered with, or approved by, such other United States public,governmental or regulatory authorities, if any, as may be required in connection with thedisposition of such Registrable Securities;     (j) Use all commercially reasonable efforts to list the securities covered by suchregistration statement on any securities exchange on which any securities of the Company is then
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listed, if the listing of such Registrable Securities are then permitted under the applicablerules of such exchange;     (k) Use all commercially reasonable efforts to facilitate the distribution and sale of anyshares of Common Stock to be offered pursuant to this Agreement, including without limitation bymaking road show presentations, holding meetings with and making calls to potential investors andtaking such other actions as shall be requested by the Holders of the Registrable Securities beingsold or the lead managing underwriter of an underwritten offering;     (l) Notify each Holder as promptly as practicable and, if requested by any Holder, confirmsuch notification in writing, (i) when a prospectus or any prospectus supplement has been filedwith the SEC, and, with respect to a registration statement or any post-effective amendmentthereto, when the same has been declared effective by the SEC, (ii) of the issuance by the SEC ofany stop order or the coming to the Company’s attention of the initiation of any proceedings forsuch or a similar purpose, (iii) of the receipt by the Company of any notification with respect tothe suspension of the qualification of any of the Registrable Securities for sale in anyjurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) of theoccurrence of any event which requires the making of any changes to a registration statement orrelated prospectus so that such documents will not contain any untrue statement of a material factor omit to state any material fact required to be stated therein or necessary to make thestatements therein, in light of the circumstances under which they were made, not misleading (andthe Company shall promptly prepare and furnish to each Holder a reasonable number of copies of asupplemented or amended prospectus such that, as thereafter delivered to the purchasers of suchRegistrable Securities, such prospectus shall not include an untrue statement of a material fact oromit to state a material fact required to be stated therein or necessary to make the statementstherein, in light of the circumstances under which they are made, not misleading), and (v) of theCompany’s determination that the filing of a post-effective amendment to the Registration Statementshall be necessary or appropriate. Upon the receipt of any notice from the Company of theoccurrence of any event of the kind described in clause (iv) or (v) of this Section 5(l), theHolders shall forthwith discontinue any offer and disposition of Registrable Securities pursuant tothe registration statement covering such Registrable Securities until all Holders shall havereceived copies of a supplemented or amended prospectus which is no longer defective and, if sodirected by the Company, shall deliver to the Company, at the Company’s expense, all copies (otherthan permanent file copies) of the defective prospectus covering such Registrable Securities whichare then in the Holders’ possession. If the Company shall provide any notice of the type referredto in the preceding sentence, the period during which the registration statements are required tobe effective as set forth under Section 5(a) shall be extended by the number of days from andincluding the date such notice is provided, to and including the date when Holders shall havereceived copies of the corrected prospectus; and     (m) Enter into such agreements and take such other appropriate actions as are customary andreasonably necessary to expedite or facilitate the disposition of such Registrable Securities(including, in the case of an underwritten offering, underwriting agreements in customary form, andincluding provisions with respect to indemnification and contribution in customary form andconsistent with the provisions relating to indemnification and contribution contained herein), andin that regard, deliver to the Holders such documents and certificates as may be reasonablyrequested by any Holder of the Registrable Securities being sold or, as
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applicable, the managing underwriters, to evidence the Company’s compliance with thisAgreement including, without limitation, using all commercially reasonable efforts to cause itsindependent accountants to deliver to the Company (and to the Holders of Registrable Securitiesbeing sold in any registration) an accountants’ comfort letter substantially similar to that inscope delivered in an underwritten public offering and covering audited and interim financialstatements included in the registration statement or, if such letter can not be obtained throughthe exercise of all commercially reasonable efforts, cause its independent accountants to deliverto the Company (and to the Holders of Registrable Securities being sold in any registration) acomfort letter based on negotiated procedures providing comfort with respect to the Company’sfinancial statements included or incorporated by reference in the registration statement at thehighest level permitted to be given by such accountants under the then applicable standards of theAssociation of Independent Certified Accountants with respect to such registration statement. Inaddition, the Company shall furnish to the Holders of Registrable Securities being included in anyregistration hereunder an opinion of counsel in substance and scope as are customarily delivered tounderwriters in public offerings.**6. UNDERWRITING.**     (a) If requested by the underwriters for any underwritten offering of Registrable Securitiespursuant to a registration hereunder, the Company will enter into and perform its obligations underan underwriting agreement with the underwriters for such offering, such agreement to contain suchrepresentations and warranties by the Company and such other terms and provisions as arecustomarily contained in underwriting agreements of that nature, including, without limitation,customary provisions relating to indemnities and contribution to the effect and extent provided inArticle 10, and the provision of opinions of counsel and accountants’ letters.     (b) If any registration pursuant to Article 3 hereof shall involve, in whole or in part, anunderwritten offering, the Company may require Registrable Securities requested to be registeredpursuant to Article 3 to be included in such underwriting on the same terms and conditions as shallbe applicable to the securities being sold through underwriters under such registration. In suchcase, each Holder requesting registration shall be a party to any such underwriting agreement.Such agreement shall contain such representations and warranties by the Holders requestingregistration and such other terms and provisions as are customarily contained in underwritingagreements with respect to secondary distributions, including, without limitation, provisionsrelating to indemnities and contribution to the effect and extent provided in Article 10.     (c) In any offering of Registrable Securities pursuant to a registration hereunder, eachHolder requesting registration shall also enter into such additional or other agreements as may becustomary in such transactions, which agreements may contain, among other provisions, suchrepresentations and warranties as the Company or the underwriters of such offering may reasonablyrequest (including, without limitation, those concerning such Holder, its Registrable Securities,such Holder’s intended plan of distribution and any other information supplied by it to the Companyfor use in such registration statement), and customary provisions relating to indemnities andcontribution.
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**7. INFORMATION BLACKOUT.**     (a) Upon written notice from the Company to the Holders that the Company has determined ingood faith that the sale of Registrable Securities pursuant to the registration statement wouldrequire disclosure of non-public material information not otherwise required to be disclosed underapplicable law (A) which disclosure would have a material adverse effect on the Company or (B)relating to a material business combination involving the Company (an “InformationBlackout”), the Company may postpone the filing of effectiveness of any registration statementrequired hereunder and, if such registration statement has become effective, the Company shall notbe required to maintain the effectiveness of such registration statement and all Holders shallsuspend sales of Registrable Securities pursuant to such registration statement, in each case,until the earlier of:          (i) forty-five (45) days after the Company makes such good faith determination, and          (ii) such time as the Company notifies the Holders that such material information has beendisclosed to the public or has ceased to be material or that sales pursuant to such registrationstatement may otherwise be resumed (the number of days from such notice from the Company until theday when the Information Blackout terminates hereunder is hereinafter called a “BlackoutPeriod”).     (b) Any delivery by the Company of notice of an Information Blackout following effectivenessof any registration statement effected pursuant to Section 2(a) or Article 3 hereof shall give eachHolder the right, by written notice to the Company within twenty (20) Business Days after the endof such Blackout Period, to withdraw therefrom.     (c) Notwithstanding the foregoing, there shall be no more than two (2) Information Blackoutsduring the term of this Agreement and no Blackout Period shall continue for more than forty-five(45) consecutive days.**8. RULE 144.**     The Company shall use all commercially reasonable efforts to take all actions necessary tocomply with the filing requirements described in Rule 144(c)(1) or any successor thereto so as toenable the Holders to sell Registrable Securities without registration under the Securities Act.Upon the written request of any Holder, the Company will deliver to such Holder a written statementas to whether it has complied with the filing requirements under Rule 144(c)(1) or any successorthereto.**9. PREPARATION; REASONABLE INVESTIGATION; INFORMATION.**     (a) In connection with the preparation and filing of each registration statement registeringRegistrable Securities under the Securities Act, (i) the Company will give the Holders and theunderwriters, if any, and their respective counsel and accountants, drafts of such registrationstatement for their review and comment prior to filing and (during normal business hours andsubject to such reasonable limitations as the Company may impose to prevent disruption of itsbusiness) such reasonable and customary access to its books and records and
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such opportunities to discuss the business of the Company with its officers and theindependent public accountants who have certified its financial statements as shall be necessary,in the reasonable opinion of the Holders of a majority in aggregate amount of the RegistrableSecurities being registered and such underwriters or their respective counsel, to conduct areasonable investigation within the meaning of the Securities Act and (ii) as a condition precedentto including any Registrable Securities of any Holder in any such registration, the Company mayrequire such Holder to furnish the Company such information regarding such Holder and thedistribution of such securities as the Company may from time to time reasonably request in writingor as shall be required by law or the SEC in connection with any registration; provided,however, that, upon the reasonable request of the supplier of any such information, therecipient thereof shall enter into a confidentiality agreement respecting such information incustomary form for an underwritten public offering.     (b) In connection with each registration and offering of Registrable Securities to be sold byHolders, the Company will, in accordance with customary practice, make available for inspection byrepresentatives of the Holders and underwriters and any counsel or accountant retained by suchHolders or underwriters all relevant financial and other records, pertinent corporate documents andproperties of the Company and cause appropriate officers, managers and employees of the Company tosupply all information reasonably requested by any such representative, underwriter, counsel oraccountant in connection with their due diligence exercise.**10. INDEMNIFICATION AND CONTRIBUTION.**     (a) In the case of each offering of Registrable Securities made pursuant to this Agreement,the Company shall indemnify and hold harmless each Holder, its officers, directors, employees,agents and affiliates, each underwriter of Registrable Securities so offered and each Person, ifany, who controls any of the foregoing Persons within the meaning of the Securities Act(“Holder Indemnitees”), from and against any and all claims, liabilities, losses, damages,expenses and judgments, joint or several, to which they or any of them may become subject, underthe Securities Act or otherwise, including any amount paid in settlement of any litigationcommenced or threatened, and shall promptly reimburse them, as and when incurred, for any legal orother expenses reasonably incurred by them in connection with investigating any claims anddefending any actions, insofar as such losses, claims, damages, liabilities or actions, shall ariseout of, or should be based upon, any violation or alleged violation by the Company of theSecurities Act, any blue sky laws, securities laws or other applicable laws of any state or countryin which the Registrable Securities are offered and relating to action taken or action or inactionrequired of the Company in connection with such offering, or shall arise out of, or shall be basedupon, any untrue statement or alleged untrue statement of a material fact contained in theregistration statement under which such securities were registered under the Securities Act (or inany preliminary or final prospectus included therein) or any amendment thereof or supplementthereto, or in any document incorporated by reference therein, or any omission or alleged omissionto state therein a material fact required to be stated therein or necessary to make the statementstherein not misleading; provided, that the Company shall not be liable to any HolderIndemnitee in any such case to the extent that any such loss, claim, damage, liability or actionarises out of, or is based upon, any untrue statement or alleged untrue statement, or any omission,if such statement or omission shall have been made in reliance upon and in conformity with
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information furnished to the Company in writing by or on behalf of such Holder specificallyfor use in the preparation of the registration statement (or in any preliminary or final prospectusincluded therein), or any amendment thereof or supplement thereto. Such indemnity shall remain infull force and effect regardless of any investigation made by or on behalf of any Holder and shallsurvive the transfer of such securities. The foregoing indemnity agreement is in addition to anyliability which the Company may otherwise have to any Holder Indemnitee.     (b) In the case of each offering of Registrable Securities made pursuant to this Agreement,each Holder participating in the offering, severally and not jointly, shall indemnify and holdharmless the Company, its officers and affiliates, and each Person, if any, who controls any of theforegoing within the meaning of the Securities Act and (if requested by the underwriters) eachunderwriter who participates in the offering and each Person, if any, who controls any suchunderwriter within the meaning of the Securities Act (the “Company Indemnitees”), from andagainst any and all claims, liabilities, losses, damages, expenses and judgments, joint or several,to which they or any of them may become subject, under the Securities Act or otherwise, includingany amount paid in settlement of any litigation commenced or threatened, and shall promptlyreimburse them, as and when incurred, for any legal or other expenses incurred by them inconnection with investigating any claims and defending any actions, insofar as any such losses,claims, damages, liabilities or actions shall arise out of, or shall be based upon, any violationor alleged violation by such Holder of the Securities Act, any blue sky laws, securities laws orother applicable laws of any state or country in which the Registrable Securities are offered andrelating to action taken or action or inaction required of such Holder in connection with suchoffering, or shall arise out of, or shall be based upon, any untrue statement or alleged untruestatement of a material fact contained in the registration statement (or in any preliminary orfinal prospectus included therein) relating to the offering and sale of such Registrable Securitiesor any amendment thereof or supplement thereto, or any omission or alleged omission to statetherein a material fact required to be stated therein or necessary to make the statements thereinnot misleading, but in each case only to the extent that such untrue statement is contained in, orsuch fact is omitted from, such registration statement (or in any preliminary or final prospectusincluded therein) and was made in reliance upon and in conformity with information furnished inwriting to the Company by or on behalf of such Holder specifically for use in the preparation ofsuch registration statement (or in any preliminary or final prospectus included therein). Theliability of each Holder under such indemnity provision shall be limited to an amount equal to thetotal net proceeds received by such Holder from such offering. Such indemnity shall remain in fullforce and effect regardless of any investigation made by or on behalf of the Company and shallsurvive the transfer of such securities. The foregoing indemnity is in addition to any liabilitywhich such Holder may otherwise have to any Company Indemnitee.     (c) In case any proceeding (including any governmental investigation) shall be institutedinvolving any Person in respect of which indemnity may be sought pursuant to this Article 10, suchPerson (the “indemnified party”) shall promptly notify the Person against whom suchindemnity may be sought (the “indemnifying party”) in writing. Indemnification provided forin Section 10(a) or (b) shall not be available to any person who shall fail to give notice asprovided in this Section 10(c) to the extent the indemnifying party to whom notice was not givenwas unaware of the proceeding to which such notice would have related and was prejudiced by thefailure to give such notice, but the failure to give such notice shall not relieve the
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indemnifying party for contribution or otherwise than on account of the provision of Section10(a) or (b). In case any such proceeding shall be brought against any indemnified party and itshall notify the indemnifying party of the commencement thereof, the indemnifying party shall beentitled to participate therein and, to the extent that it shall wish, jointly with any otherindemnifying party similarly notified, to assume the defense thereof, with counsel reasonablysatisfactory to such indemnified party and shall pay as incurred the reasonable fees anddisbursements of such counsel related to such proceeding. In any such proceeding, any indemnifiedparty shall have the right to retain its own counsel at its own expense. Notwithstanding theforegoing, the indemnifying party shall pay as incurred the fees and expenses of one counselretained by the indemnified party in the event (i) the indemnifying party and the indemnified partyshall have mutually agreed to the retention of such counsel or (ii) the named parties to any suchproceeding (including any impleaded parties) include both the indemnifying party and theindemnified party and representation of both parties by the same counsel, in the written opinion ofsuch counsel, would be inappropriate due to actual or potential differing interests between them.It is understood that the indemnifying party shall not, in connection with any proceeding orrelated proceedings in the same jurisdiction, be liable for the reasonable fees and expenses ofmore than one separate firm for all such indemnified parties. Such firm shall be designated inwriting by the Holders of a majority of the Registrable Securities held by such Holders in the caseof parties indemnified pursuant to Section 10(a) and by the Company in the case of partiesindemnified pursuant to Section 10(b). The indemnifying party shall not be liable for anysettlement of any proceeding effected without its written consent but if settled with such consentor if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify theindemnified party from and against any loss or liability by reason of such settlement or judgment.No indemnifying party will consent to entry of any judgment or enter into any settlement which (i)does not include as an unconditional term the giving by the claimant or plaintiff, to theindemnified party, of a release from all liability in respect of such claim or litigation or (ii)involves the imposition of equitable remedies or the imposition of any non-financial obligations onthe indemnified party.     (d) If the indemnification provided for in this Article 10 is unavailable in respect of anylosses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred toherein, then each indemnifying party shall contribute to the amount paid or payable by theindemnified party as a result of such losses, claims, damages or liabilities (or actions orproceedings in respect thereof) in proportion as is appropriate to reflect the relative fault ofall parties in connection with the statements or omissions which resulted in such losses, claims,damages or liabilities (or actions or proceedings in respect thereof), as well as any otherrelevant equitable considerations. Relative fault shall be determined by reference to, among otherthings, whether the untrue or alleged untrue statement of a material fact or the omission oralleged omission to state a material fact relates to information supplied by the party and theparties’ relative intent, knowledge, access to information and opportunity to correct or preventsuch statement or omission.     The parties agree that it would not be just and equitable if contributions pursuant to thisSection 10(d) were determined by pro rata allocation or by any other method of allocation whichdoes not take account of the equitable considerations referred to above in this Section 10(d). Theamount paid or payable by an indemnified party as a result of the losses, claims, damages orliabilities (or actions or proceedings in respect thereof) referred to above shall be
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deemed to include any legal or other expenses reasonably incurred by such indemnified party inconnection with investigating or defending any such action or claim. Notwithstanding the provisionsof this subsection (d), no person guilty of fraudulent misrepresentation (within the meaning ofSection 11(f) of the Securities Act) shall be entitled to contribution from any person who was notguilty of such fraudulent misrepresentation and no indemnifying party shall be required tocontribute any amount in excess of the amount by which the total price at which the securities wereoffered to the public by the indemnifying party exceeds the amount of any damages which theindemnifying party has otherwise been required to pay by reason of an untrue statement or omission.**11. EXPENSES.**     In connection with any registration under this Agreement, the Company shall pay allRegistration Expenses. In addition, in connection with each registration, the Company shall pay thereasonable fees and expenses of one counsel to represent the interests of the Holders sellingRegistrable Securities in such registration.**12. IN-KIND DISTRIBUTIONS.**     If any Holder seeks to effectuate an in-kind distribution of all or part of its shares to itsdirect or indirect equityholders, the Company will, subject to applicable lockups, work with suchHolder and the Company’s transfer agent to facilitate such in-kind distribution in the mannerreasonably requested by such Holder.**13. TRANSFER OF RIGHTS.**     (a) Any Holder may transfer all or any portion of its rights under this Agreement to anytransferee (the “Transferee”) of any interests in the Registrable Securities held by suchHolder. Any such transfer of rights under this Agreement will be effective upon receipt by theCompany of (i) written notice from such Holder stating the name and address of the Transferee andidentifying the number of Registrable Securities with respect to which rights under this Agreementare being transferred and the nature and extent of the rights so transferred, and (ii) a writtenagreement from the Transferee to be bound by the terms of this Agreement, upon which suchTransferee will be deemed to be a party hereto and have the rights and obligations of theTransferring Holder hereunder (to the extent so transferred as indicated in such notice) withrespect to the Registrable Securities transferred.
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     (b) In the event the Company engages in a merger, consolidation or other business combinationin which the shares of Common Stock are converted into securities of another company, appropriatearrangements will be made so that the registration and related rights provided under this Agreementcontinue to be provided to Holders by the issuer of such securities. To the extent such newissuer, or any other company acquired by the Company in a merger, consolidation or other businesscombination, was bound by registration rights obligations that would conflict with the provisionsof this Agreement, the Company will use all commercially reasonable efforts to modify any such“inherited” registration rights obligations so as not to interfere in any material respects withthe rights provided under this Agreement, unless otherwise agreed by the Holders.**14. LIMITED LIABILITY.**     Notwithstanding any other provision of this Agreement, neither the members, managers, generalpartners, limited partners or affiliates of any Holder, nor the directors, officers or employees ofany Holder or of any such member, manager, general partner, limited partner or affiliate shall haveany personal liability for performance of any obligation of such Holder under this Agreement.**15. NOTICES.**     Except as otherwise provided below, whenever it is provided in this Agreement that any notice,demand, request, consent, approval, declaration or other communication shall or may be given to orserved upon any of the parties hereto, or whenever any of the parties hereto desires to provide toor serve upon the other party any other communication with respect to this Agreement, each suchnotice, demand, request, consent, approval, declaration or other communication shall be in writingand shall be delivered in person, mailed by registered or certified mail (return receipt requested)or sent by overnight courier service or via facsimile transmission (which is confirmed), asfollows:     (a) if to any of the Stockholders, to it:c/o S.A.C. Capital Advisors, L.P.