forth on Exhibit A hereto, and their respective transferees and assigns as permittedpursuant hereto.          “Merger Agreement” shall have the meaning set forth in the recitals.          “Merger Shares” shall mean shares of Buyer Common Stock issued pursuant to Section 1.5of the Merger Agreement.          “Reasonable Best Efforts” shall mean best efforts, to the extent commerciallyreasonable.          “SEC” shall mean the Securities and Exchange Commission          “Securities Act” shall mean the Securities Act of 1933.          “Stockholder Registration Statement” shall mean a registration statement on Form S-3covering the resale to the public by the Company Stockholders of the Merger Shares.          “Surviving Corporation” shall mean the Transitory Subsidiary.          “Transitory Subsidiary” shall have the meaning set forth in the recitals.     2. Registration of Shares.          (a) As soon as reasonably practicable, but in any event within sixty (60) days following theClosing, the Buyer shall prepare and file with the SEC the Stockholder Registration Statement incompliance with the Securities Act. The Buyer shall use its Reasonable Best Efforts to cause theStockholder Registration Statement to be declared effective by the SEC as soon as practicable, butin any event within thirty (30) days following the filing of the Stockholder Registration Statement(the “Filing Effective Date”). The Buyer shall cause the Stockholder RegistrationStatement to remain continuously effective until the date that is one (1) year after the date ofthis Agreement or such earlier time as all of the Merger Shares covered by the StockholderRegistration Statement have been sold pursuant thereto.          (b) The Buyer shall prepare and file with the SEC such amendments and supplements to theStockholder Registration Statement and the prospectus used in connection with such StockholderRegistration Statement as may be necessary to comply with the provisions of the Securities Act withrespect to the disposition of all securities covered by such Stockholder Registration Statement orto applicable anti-fraud provisions.          (c) The Buyer shall keep each Company Stockholder advised in writing as to the initiation ofthe registration and qualification of the Merger Shares and as to the completion thereof. Inaddition, on the Filing Effective Date, each Company Stockholder (and if applicable, itstransferees and distributees) shall be named as a selling security holder in the StockholderRegistration Statement and the related prospectus in such a manner as to permit such CompanyStockholder to deliver such prospectus to purchasers of registered securities in accordance withapplicable law.
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     3. Limitations on Registration Rights.          (a) The Buyer may, by written notice to the Company Stockholders, (i) delay the filing oreffectiveness of the Stockholder Registration Statement or (ii) suspend the StockholderRegistration Statement after effectiveness and require that the Company Stockholders immediatelycease sales of shares pursuant to the Stockholder Registration Statement, in the event that (A) theBuyer files a registration statement (other than a registration statement on Form S-8 or itssuccessor form) with the SEC for a public offering of its securities or (B) the Buyer is engaged inany activity or transaction or preparations or negotiations for any activity or transaction thatthe Buyer desires to keep confidential for business reasons, if the Buyer determines in good faiththat the public disclosure requirements imposed on the Buyer under the Securities Act in connectionwith the Stockholder Registration Statement would require disclosure of such activity, transaction,preparations or negotiations; *provided, however*, that the period of time of delay or suspension ofthe effectiveness of the Stockholder Registration Statement shall not exceed more than sixty (60)consecutive days and one hundred twenty (120) days in the aggregate; *provided further, however*,that any days of suspension or delay pursuant to Section 3(a) hereof shall be added to the time theStockholder Registration Statement is required to be effective pursuant to Section 2(a) hereof, tothe extent that all Merger Shares have not yet been sold.          (b) If the Buyer delays or suspends the Stockholder Registration Statement or requires theCompany Stockholders to cease sales of shares pursuant to paragraph 3(a) above, the Buyer shall, aspromptly as practicable following the termination of the circumstance which entitled the Buyer todo so, take such actions as may be necessary to file or reinstate the effectiveness of theStockholder Registration Statement and/or give written notice to all Company Stockholdersauthorizing them to resume sales pursuant to the Stockholder Registration Statement. If as aresult thereof the prospectus included in the Stockholder Registration Statement has been amendedto comply with the requirements of the Securities Act, the Buyer shall enclose such revisedprospectus with the notice to Company Stockholders given pursuant to this paragraph 3(b), and theCompany Stockholders shall make no offers or sales of shares pursuant to the StockholderRegistration Statement other than by means of such revised prospectus.     4. Registration Procedures.          (a) In connection with the filing by the Buyer of the Stockholder Registration Statement, theBuyer shall furnish to each Company Stockholder such number of copies of the StockholderRegistration Statement, preliminary prospectus, final prospectus, in conformity with therequirements of the Securities Act, as such Company Stockholder may reasonably request in order tofacilitate the public offering of such securities.          (b) The Buyer shall use its Reasonable Best Efforts to register or qualify the Merger Sharescovered by the Stockholder Registration Statement under the securities laws of each state of theUnited States; provided, however, that the Buyer shall not be required inconnection with this paragraph 4(b) to qualify as a foreign corporation or execute a generalconsent to service of process in any jurisdiction.
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          (c) If the Buyer has delivered preliminary or final prospectuses to the Company Stockholdersand after having done so the prospectus is amended or supplemented to comply with the requirementsof the Securities Act, the Buyer shall promptly notify the Company Stockholders and, if requestedby the Buyer, the Company Stockholders shall immediately cease making offers or sales of sharesunder the Stockholder Registration Statement and return all prospectuses to the Buyer. The Buyershall promptly provide the Company Stockholders with revised or supplemented prospectuses and,following receipt of the revised or supplemented prospectuses, the Company Stockholders shall befree to resume making offers and sales under the Stockholder Registration Statement.          (d) The Buyer shall pay the expenses incurred by it in complying with its obligations underthis Agreement, including all registration and filing fees, exchange listing fees, fees andexpenses of counsel for the Buyer, and fees and expenses of accountants for the Buyer, butexcluding (i) any brokerage fees, selling commissions or underwriting discounts incurred by theCompany Stockholders in connection with sales under the Stockholder Registration Statement and (ii)the fees and expenses of any counsel retained by Company Stockholders.          (e) The Buyer shall, if required by the rules of the Nasdaq Stock Market, file with the NasdaqStock Market a Notification Form for Listing Additional Shares with respect to the Merger Shares.          (f) The Buyer shall notify each Company Stockholder at any time in the event that, in thejudgment of the Buyer, it is advisable to suspend use of a prospectus included in the StockholderRegistration Statement due to pending material developments or other events that have not yet beenpublicly disclosed, and, upon receipt of such notice, each such Company Stockholder shalldiscontinue any sales of Merger Shares pursuant to such Stockholder Registration Statement untilsuch Company Stockholder has received copies of a supplemented or amended prospectus or until suchCompany Stockholder is advised in writing by the Buyer that the then current prospectus may be usedand has received copies of any additional or supplemental filings that are incorporated or deemedincorporated by reference in such prospectus.     5. Requirements of Company Stockholders.          (a) The Buyer shall not be required to include any Merger Shares in the StockholderRegistration Statement unless the Company Stockholder owning such shares furnishes to the Buyer inwriting such information regarding such Company Stockholder and the proposed sale of Merger Sharesby such Company Stockholder as the Buyer may reasonably request in writing in connection with theStockholder Registration Statement or as shall be required in connection therewith by the SEC orany state securities law authorities.          (b) Each Company Stockholder hereby agrees, severally and not jointly, to:               (i) indemnify the Buyer and each of its directors and officers against, and hold the Buyer andeach of its directors and officers harmless from, any losses, claims, damages, expenses orliabilities (including reasonable attorneys fees) to which the Buyer or such directors and officersmay become subject by reason of any untrue statement of a material fact,
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or omission to state therein a material fact required to be stated therein or necessary tomake the statements therein not misleading, in the Stockholder Registration Statement but only tothe extent such untrue statement or omission is made in reliance upon, or in conformity with, awritten statement by such Company Stockholder furnished pursuant to this Section 5; *provided,however*, that the obligations of each Company Stockholder shall not apply to amounts paid insettlement of any such losses, claims, damages, expenses or liabilities if such settlement iseffected without the consent of such Company Stockholder, which consent shall not be unreasonablywithheld, conditioned or delayed, and *provided*that the obligations of such Company Stockholdershall be limited to an amount equal to the net proceeds after expenses and commissions to suchCompany Stockholder from the Merger Shares sold; and               (ii) report to the Buyer sales made pursuant to the Stockholder Registration Statement.     6. Indemnification. The Buyer agrees to indemnify and hold harmless each CompanyStockholder (and each of its officers, directors, partners, members, legal counsel, accountants andeach person controlling such Company Stockholder within the meaning of Section 15 of the SecuritiesAct, each a “Holder Indemnitee”) whose shares are included in the Stockholder RegistrationStatement against any losses, claims, damages, expenses or liabilities (including reasonableattorneys fees and expenses) to which such Holder Indemnitee may become subject by reason of anyuntrue statement of a material fact contained in the Stockholder Registration Statement or anyprospectus, or any omission to state therein a fact required to be stated therein or necessary tomake the statements therein not misleading, or any violation by the Buyer of the Securities Act orany rule or regulation promulgated thereunder applicable to the Buyer and relating to the action orinaction of the Buyer required of the Buyer in connection with such registration, and willreimburse each such Holder Indemnitee for any legal or any other expenses reasonably incurred inconnection with investigating, preparing or defending any such losses, claims, damages, expenses orliabilities, except insofar as such losses, claims, damages, expenses or liabilities arise out ofor are based upon information furnished to the Buyer by or on behalf of a Company Stockholder foruse in the Stockholder Registration Statement. The Buyer shall have the right to assume thedefense and settlement of any claim or suit for which the Buyer may be responsible forindemnification under this Section 6.     7. Assignment of Rights. A Company Stockholder may not assign any of its rights underthis Agreement except to a transferee or assignee who acquires all of the Merger Shares held by theCompany Stockholder, provided that the Buyer is given written notice of such assignment atthe time of or within a reasonable time after said transfer or assignment, and providedfurther that each such transferee agrees in a written instrument delivered to the Buyer to bebound by the provisions of this Agreement. Notwithstanding the foregoing, the rights to cause Buyerto register Merger Shares may be freely assigned (a) to any partner, active or retired, of aCompany Stockholder, where such Company Stockholder is a partnership, (b) to any affiliate (as thatterm is defined in Rule 405 promulgated by the SEC under the Securities Act) of a CompanyStockholder, (c) to any officer, director, shareholder or member thereof, where such CompanyStockholder is a corporation or limited liability company or (d) to the spouse, children,grandchildren or spouse of such children or grandchildren of any Company Stockholder or to trustsfor the benefit of any of the transferees above where such transferee is a natural person,
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provided each such transferee agrees in a written instrument delivered to the Buyer tobe bound by the provisions of this Agreement.     8. Rule 144 Reporting. With a view to making available the benefits of certain rulesand regulations of the SEC which may at any time permit the sale of the Merger Shares to the publicwithout registration, the Buyer agrees to:          (a) Make and keep public information available, as those terms are understood and defined inRule 144 under the Securities Act;          (b) File with the SEC in a timely manner all reports and other documents required of the Buyerunder the Securities Act and the Securities Exchange Act of 1934, as amended (the “ExchangeAct”); and          (c) So long as any of the Company Stockholders own Merger Shares that are “restrictedsecurities,” as defined in Rule 144 under the Securities Act, furnish to the Holders forthwith uponwritten request, a written statement by the Buyer as to its compliance with the reportingrequirements of Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recentannual or quarterly report of Buyer, and such other reports and documents as a Company Stockholdersowning such Merger Shares may reasonably request in availing itself of any rule or regulation ofthe SEC allowing such Company Stockholder to sell any such Merger Shares without registration.     9. Miscellaneous.          (a) No Third Party Beneficiaries. This Agreement shall not confer any rights orremedies upon any person other than the parties to this Agreement and their respective successorsand permitted assigns.          (b) Entire Agreement. This Agreement constitutes the entire agreement among theparties and supersedes any prior understandings, agreements or representations by or among theparties, written or oral, with respect to the subject matter hereof; provided, however, theMerger Agreement and each other agreement, instrument, certificate or other document deliveredpursuant to the Merger Agreement shall remain in full force and effect in accordance with itsterms.          (c) Succession and Assignment. This Agreement shall be binding upon and inure to thebenefit of the parties named herein and their respective successors and permitted assigns. Noparty may assign any of its rights or delegate any of its performance obligations hereunder withoutthe prior written approval of the other party.          (d) Counterparts and Facsimile Signature. This Agreement may be executed in two ormore counterparts, each of which shall be deemed an original but all of which together shallconstitute one and the same instrument. This Agreement may be executed by facsimile signature.
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          (e) Headings. The section headings contained in this Agreement are inserted forconvenience only and shall not affect in any way the meaning or interpretation of this Agreement.          (f) Notices. All notices, instructions and other communications hereunder shall be inwriting. Any notice, instruction or other communication hereunder shall be deemed duly deliveredfour business days after it is sent by registered or certified mail, return receipt requested,postage prepaid, or one business day after it is sent for next business day delivery via areputable nationwide overnight courier service, in each case to the intended recipient as set forthbelow:   If to any Company Stockholder: