REGISTRABLE
SECURITIES.
7.
REPORTS UNDER THE EXCHANGE ACT.
WITH A
VIEW TO MAKING AVAILABLE TO THE INVESTORS ALL OF THE BENEFITS OF RULE 144, THE
COMPANY AGREES TO: (I) MAKE AND KEEP PUBLIC INFORMATION AVAILABLE, AS THOSE
TERMS ARE UNDERSTOOD AND DEFINED IN RULE 144, (II) FILE WITH THE SEC IN A TIMELY
MANNER ALL REPORTS AND OTHER DOCUMENTS REQUIRED OF THE COMPANY UNDER THE
SECURITIES ACT AND THE EXCHANGE ACT AND (III) FURNISH TO EACH INVESTOR SO LONG
AS SUCH INVESTOR OWNS REGISTRABLE SECURITIES, PROMPTLY UPON REQUEST, (A) A
WRITTEN STATEMENT BY THE COMPANY THAT IT HAS COMPLIED WITH THE REPORTING
REQUIREMENTS OF RULE 144 AND THE EXCHANGE ACT, (B) A COPY OF THE MOST RECENT
ANNUAL OR QUARTERLY REPORT OF THE COMPANY AND SUCH OTHER REPORTS AND DOCUMENTS
SO FILED BY THE COMPANY AND (C) SUCH OTHER INFORMATION AS MAY BE REASONABLY
REQUESTED TO PERMIT THE INVESTORS TO SELL SUCH SECURITIES PURSUANT TO RULE 144
WITHOUT REGISTRATION.
14
8.
MISCELLANEOUS.
(A)
OTHER REGISTRATION RIGHTS.
(I)
THE COMPANY MAY HEREAFTER GRANT TO ANY
PERSON OR PERSONS THE RIGHT TO REQUEST THE COMPANY TO REGISTER ANY EQUITY
SECURITIES OF THE COMPANY (THE "SUBSEQUENT REGISTRATION RIGHTS"), OR ANY
SECURITIES CONVERTIBLE OR EXCHANGEABLE INTO OR EXERCISABLE FOR SUCH SECURITIES,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDERS OF THE REGISTRABLE SECURITIES;
PROVIDED, HOWEVER, THAT THE SUBSEQUENT REGISTRATION RIGHTS MAY NOT HAVE PRIORITY
OVER THE REGISTRATION RIGHTS OF THE REGISTRABLE SECURITIES HEREUNDER IN ANY
RESPECT AND SUCH SUBSEQUENT REGISTRATION RIGHTS SHALL HAVE NO PIGGYBACK RIGHTS
ON ANY REGISTRATION AND SALE OF REGISTRABLE SECURITIES HEREUNDER.
(II)
THE COMPANY HAS NOT PREVIOUSLY ENTERED
INTO ANY AGREEMENT GRANTING ANY REGISTRATION RIGHTS WITH RESPECT TO ANY OF ITS
SECURITIES TO ANY PERSON WHICH HAVE NOT BEEN FULLY SATISFIED, OTHER THAN THOSE
RIGHTS GRANTED IN THAT CERTAIN AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT DATED FEBRUARY 27, 2009 BY AND AMONG THE COMPANY AND SAFEGUARD (THE
"SAFEGUARD REGISTRATION RIGHTS AGREEMENT").
(B)
GENERAL PIGGYBACK RIGHTS OF THE INVESTORS.
IF AT ANY TIME DURING THE REGISTRATION PERIOD THERE IS NOT AN EFFECTIVE
REGISTRATION STATEMENT COVERING ALL OF THE REGISTRABLE SECURITIES FOR ANY REASON
WHATSOEVER AND THE COMPANY HAS FILED, OR IS PREPARING TO FILE, WITH THE SEC A
REGISTRATION STATEMENT RELATING TO AN OFFERING FOR ITS OWN ACCOUNT OR THE
ACCOUNT OF OTHERS UNDER THE SECURITIES ACT OF ANY OF ITS EQUITY SECURITIES,
OTHER THAN ON FORM S-4 OR FORM S-8 (EACH AS PROMULGATED UNDER THE SECURITIES
ACT) OR THEIR THEN EQUIVALENTS RELATING TO EQUITY SECURITIES TO BE ISSUED SOLELY
IN CONNECTION WITH ANY ACQUISITION OF ANY ENTITY OR BUSINESS OR EQUITY
SECURITIES ISSUABLE IN CONNECTION WITH STOCK OPTION OR OTHER EMPLOYEE BENEFIT
PLANS, OR ANY REGISTRATION STATEMENT FILED IN CONNECTION WITH THE STRATEGIC
TRANSACTION, THEN THE COMPANY SHALL SEND TO EACH INVESTOR WRITTEN NOTICE OF SUCH
DETERMINATION AND, IF WITHIN TEN (10) DAYS AFTER RECEIPT OF SUCH NOTICE, ANY
SUCH INVESTOR SHALL SO REQUEST IN WRITING, THE COMPANY SHALL INCLUDE IN SUCH
REGISTRATION STATEMENT ALL OR ANY PART OF