\n| \n Exhibit C<\/p>\n<\/td>\n | \n Shareholders Party to the Registration Rights Agreement<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n ii<\/p>\n
\nREGISTRATION RIGHTS AGREEMENT dated as of [ 143], 2012 (this
\n“Agreement<\/u>“) among [NewCo] LLC (the “Company<\/u>“) and the
\nShareholders party hereto as listed on the signature pages, including any
\nPermitted Transferees (collectively, the “Shareholders<\/u>” and individually,
\na “Shareholder<\/u>“). Capitalized terms used herein have their respective
\nmeanings as set forth in Section 1.01.<\/p>\n NOW, THEREFORE, in consideration of the agreements and obligations set forth
\nherein and for other good and valuable consideration, the receipt and
\nsufficiency of which are hereby acknowledged, the parties hereto agree as
\nfollows:<\/p>\n ARTICLE I<\/p>\n Defined Terms<\/u><\/p>\n SECTION 1.01 Definitions<\/u>. Unless the context otherwise requires, the
\nterms defined in this Article I shall, for the purposes of this Agreement, have
\nthe meanings herein specified.<\/p>\n “Affiliate<\/u>” shall mean, with respect to any Person, any other Person
\nthat directly or through one or more intermediaries, controls, is controlled by
\nor is under common control with, the specified Person. As used in this
\ndefinition, the term “control” (including with correlative meanings, “controls”,
\n“controlled by” and “under common control with”) shall mean, with respect to any
\nPerson, the possession, directly or indirectly, of the power to direct or cause
\nthe direction of the management or policies of such Person, whether through
\nownership of securities or partnership, membership, limited liability company or
\nother ownership interests, by contract or otherwise.<\/p>\n “Board of Managers<\/u>” shall have the meaning set forth in the LLC
\nAgreement.<\/p>\n “Business Day<\/u>” shall have the meaning set forth in the LLC Agreement.\n<\/p>\n “Claim<\/u>” means any demand, action, claim, suit, litigation,
\narbitration, prosecution, proceeding (including any civil, criminal,
\nadministrative, investigative or appellate proceeding, at law or in equity),
\nhearing, examination or investigation.<\/p>\n “Company Common Stock<\/u>” shall mean the common stock (or other equity
\ninterests) of the Company or, if applicable, the Issuer following an Initial
\nPublic Offering or Qualified Distribution.<\/p>\n “Effectiveness Period<\/u>” shall have the meaning set forth in Section
\n2.05.<\/p>\n “Governmental Entity<\/u>” shall mean the government of the United States,
\nany other nation or any political subdivision thereof, whether state or local,
\nand any agency, authority, instrumentality, regulatory body, court, central bank
\nor other entity exercising executive, legislative, judicial, taxing, regulatory
\nor administrative powers or functions of or pertaining to government.<\/p>\n
\n “Indemnified Party<\/u>” shall have the meaning set forth in Section
\n3.01(d).<\/p>\n “Indemnifying Party<\/u>” shall have the meaning set forth in Section
\n3.01(d).<\/p>\n “Initial Public Offering<\/u>” shall have the meaning set forth in the LLC
\nAgreement.<\/p>\n “Inspectors<\/u>” shall have the meaning set forth in Section 2.04(k).<\/p>\n “Investment Agreement<\/u>” shall mean the Investment Agreement between
\nParent, Morrison and Microsoft Corporation, dated as of April 27, 2012.<\/p>\n “Issuer<\/u>” shall have the meaning set forth in the LLC Agreement.<\/p>\n “Joinder Agreement<\/u>” has the meaning set forth in Section 6.01(b).<\/p>\n “LLC Agreement<\/u>” shall mean the Amended and Restated LLC Agreement of
\nthe Company, dated as of [ 143], 2012.<\/p>\n “Morrison<\/u>” shall mean Morrison Investment Holdings, Inc., a Nevada
\ncorporation.<\/p>\n “Microsoft Corporation<\/u>” shall mean Microsoft Corporation, a Washington
\ncorporation.<\/p>\n “Permitted Transferee<\/u>” shall mean (A) Morrison, (B) any Person to whom
\nMorrison may transfer its Membership Interests pursuant to the LLC Agreement,
\n(C) Microsoft Corporation or (D) any Person that is (directly or indirectly)
\nwholly owned by Microsoft Corporation; provided<\/u>, however<\/u>, that, in
\nthe case of a transfer to a Person that is (directly or indirectly) wholly owned
\nby Microsoft Corporation pursuant to Section 8.04(a) of the LLC Agreement, if at
\nany time subsequent to such transfer, such transferee ceases to be wholly owned
\n(directly or indirectly) Microsoft Corporation, then such Person shall
\nautomatically cease to be a Permitted Transferee and Shareholder for purposes of
\nthis Agreement and any Company Common Stock held by such Person shall be deemed
\nto be automatically transferred back to Microsoft Corporation or such other
\nPerson that is (directly or indirectly) wholly owned by Microsoft Corporation as
\ndesignated by Microsoft Corporation.<\/p>\n “Parent<\/u>” shall have the meaning set forth in the Investment Agreement.\n<\/p>\n “Person<\/u>” shall mean any individual, corporation, association,
\npartnership (general or limited), joint venture, trust, estate, limited
\nliability company or other legal entity or organization.<\/p>\n “Preferred Stock<\/u>” shall mean the Preferred Stock of the Issuer
\ndelivered in exchange for the Series A Preferred Membership Interests (as
\ndefined in the LLC Agreement) pursuant to Section 9.01 of the LLC Agreement.\n<\/p>\n “Qualified Distribution<\/u>” shall have the meaning set forth in the LLC
\nAgreement.<\/p>\n “Records<\/u>” shall have the meaning set forth in Section 2.04(k).<\/p>\n 2<\/p>\n
\n“Register<\/u>,” “registered<\/u>” and “registration<\/u>” shall mean a
\nregistration effected by preparing and filing a registration statement with the
\nSEC in compliance with the Securities Act and applicable rules and regulations
\nthereunder, and the declaration or ordering of effectiveness of such
\nregistration statement by the SEC.<\/p>\n “Registrable Securities<\/u>” shall mean the shares of Company Common Stock
\nissued or issuable upon conversion of the Company153s Preferred Stock or otherwise
\nbeneficially owned (within the meaning of Rules 13d-3 and 13d-5 under the
\nExchange Act as in effect on the date of this Agreement) by a Shareholder and
\nany other securities issued or issuable with respect to any such securities by
\nway of share split, share dividend, recapitalization, merger, exchange or
\nsimilar event or otherwise. As to any particular Registrable Securities, such
\nsecurities shall cease to be Registrable Securities when (i) a registration
\nstatement registering such securities under the Securities Act has been declared
\neffective and such securities have been sold or otherwise transferred by the
\nholder thereof pursuant to such effective registration statement, (ii) such
\nsecurities may be sold without any restriction under the Securities Act, (iii)
\nsuch securities shall have been otherwise transferred in a transaction in which
\nthe transferor153s rights under this Agreement are not assigned to the transferee
\nof such securities or (iv) such securities are no longer outstanding;
\nprovided<\/u>, however<\/u>, that Registrable Securities held by a
\nShareholder will not cease to be Registrable Securities by reason of clause (ii)
\nof this definition for so long as such Registrable Securities continue to be
\nheld by a Permitted Transferee.<\/p>\n “Registration Expenses<\/u>” shall mean, with respect to any registration,
\n(i) all expenses incurred by the Issuer in effecting any registration pursuant
\nto this Agreement, including all registration and filing fees, printing
\nexpenses, fees and disbursements of counsel for the Issuer, blue sky fees and
\nexpenses, road show expenses and (ii) fees and expenses of the Issuer153s
\nindependent certified public accountants and counsel (including with respect to
\n“comfort” letters and opinions) and any other special experts retained by the
\nIssuer; provided<\/u> that Registration Expenses shall not include any Selling
\nExpenses.<\/p>\n “Registration Statement<\/u>” means any registration statement that is
\nrequired to register the resale of the Registrable Securities under this
\nAgreement, and including the related prospectus and any pre- and post-effective
\namendments and supplements to each such registration statement or prospectus.\n<\/p>\n “Requesting Shareholder<\/u>” shall have the meaning set forth in Section
\n2.01(a).<\/p>\n “Representative<\/u>” shall mean, with respect to any person, the
\ndirectors, officers, employees, investment bankers, financial advisors,
\nattorneys, accountants or other advisors, agents or representatives of such
\nperson.<\/p>\n “Scheduled Black-Out Period<\/u>” shall mean the period from and including
\nthe 10th Business Day preceding the last day of a fiscal quarter of the Issuer
\nto and including the 3rd Business Day after the day on which the Issuer publicly
\nreleases its earnings for such fiscal quarter.<\/p>\n “SEC<\/u>” shall mean the United States Securities and Exchange Commission.\n<\/p>\n “Securities Act<\/u>” shall mean the United States Securities Act of 1933.\n<\/p>\n 3<\/p>\n
\n“Selling Expenses<\/u>” shall mean all underwriting discounts, selling
\ncommissions and stock transfer taxes, if any, applicable to the sale of
\nRegistrable Securities and all fees and expenses, in each case, of any
\nRequesting Shareholder (other than such fees and expenses included in
\nRegistration Expenses).<\/p>\n “Shareholder<\/u>” has the meaning set forth in the Preamble hereto.<\/p>\n “Shareholder Indemnified Person<\/u>” shall have the meaning set forth in
\nSection 3.01(a).<\/p>\n “Subsidiary<\/u>” shall have the meaning set forth in the Investment
\nAgreement.<\/p>\n “Suspension Period<\/u>” shall have the meaning set forth in Section
\n2.01(d).<\/p>\n “Underwriter Cutback<\/u>” shall have the meaning set forth in Section
\n2.01(a).<\/p>\n SECTION 1.02 Terms and Usage Generally<\/u>.<\/em> All references herein
\nto an “Article”, “Section” or “Schedule” shall refer to an Article or a Section
\nof, or a Schedule to, this Agreement. Whenever the words “include”, “includes”
\nor “including” are used in this Agreement, they shall be deemed to be followed
\nby the words “without limitation”. The words “hereto”, “hereof”, “herein” and
\n“hereunder” and words of similar import when used in this Agreement shall refer
\nto this Agreement as a whole and not to any particular provision of this
\nAgreement. All terms defined in this Agreement shall have the defined meanings
\nwhen used in any certificate or other document made or delivered pursuant hereto
\nunless otherwise defined therein. The definitions contained in this Agreement
\nare applicable to the singular as well as the plural forms of such terms and to
\nthe masculine as well as to the feminine and neuter genders of such terms. Any
\nagreement, instrument or statute defined or referred to herein or in any
\nagreement or instrument that is referred to herein shall mean such agreement,
\ninstrument or statute as from time to time amended, modified or supplemented,
\nincluding (in the case of agreements or instruments) by waiver or consent in
\nwriting and (in the case of statutes) by succession of comparable successor
\nstatutes and references to all attachments thereto and instruments incorporated
\ntherein. References to a Person are also to its successors and assigns, in each
\ncase as permitted under this Agreement. All references to “$” mean the lawful
\ncurrency of the United States of America. Each of the parties has participated
\nin the drafting and negotiating of this Agreement. If an ambiguity or question
\nof intent or interpretation arises, this Agreement must be construed as if it is
\ndrafted by all the parties and no presumption or burden of proof shall arise
\nfavoring or disfavoring any party by virtue of authorship of any of the
\nprovisions of this Agreement.<\/p>\nARTICLE II<\/p>\n Registration Rights<\/u><\/p>\n SECTION 2.01 Demand Offering<\/u>. (a) Subject to the terms and conditions
\nof this Agreement, including Section 4.01(a), at any time following an Initial
\nPublic Offering or Qualified Distribution, Morrison or a Permitted Transferee to
\nwhich Morrison has assigned its rights hereunder pursuant to Section 5.01, as
\nthe case may be (such requesting Shareholder, whether under Section 2.01 or
\n2.02, shall be referred to herein as the “Requesting Shareholder<\/u>“), may
\non one occasion request the Issuer to register under the Securities Act all or
\nany portion of the Registrable Securities held by such Requesting Shareholder
\nfor sale in the manner specified in such request, provided that the aggregate
\noffering price, as such amount is determined on the cover page of the
\nregistration statement, shall not be less than $25,000,000. Such request shall
\nspecify the intended method of disposition thereof by the Requesting
\nShareholder, including whether (i) the registration requested is for an
\nunderwritten offering and (ii) the registration statement covering such
\nRegistrable Securities shall be on Form S-3 (subject to Section 2.01(c)). If the
\nIssuer is requested to file a registration on Form S-3 and the Issuer is then so
\neligible, the Issuer shall use commercially reasonable efforts to cause the
\nregistration statement to be automatically effective if so requested by the
\nRequesting Shareholder. In the event that any registration pursuant to this
\nSection 2.01 shall be, in whole or in part, an underwritten public offering of
\nCompany Common Stock, the number of shares of Registrable Securities to be
\nincluded in such an underwriting may be reduced if and to the extent that the
\nmanaging underwriter shall be of the good faith opinion that such inclusion
\nwould adversely affect the marketing of the securities to be sold by the Issuer
\ntherein (an “Underwriter Cutback<\/u>“). The Requesting Shareholder may revoke
\na request pursuant to this Section 2.01; provided<\/u>, that such request
\nshall count as the Requesting Shareholder153s demand request referred to in
\nSection 2.01(b) unless (i) such request is in response to a material adverse
\nchange regarding the Issuer or (ii) the Requesting Shareholder reimburses the
\nIssuer for all out-of-pocket expenses (including Registration Expenses) incurred
\nby the Issuer relating to such registration statement; provided<\/u>
\nfurther<\/u> that if the Requesting Shareholder revokes a demand pursuant to
\nthis Section 2.01(a) within 24 hours after notice in writing to the Requesting
\nShareholder of an Underwriter Cutback, (x) such request shall not count as its
\ndemand request pursuant to Section 2.01(b) and (y) the Requesting Shareholder
\nwill not be responsible to reimburse the Issuer for any of its out-of-pocket
\nexpenses, including Registration Expenses. No demand registration shall be
\ndeemed to have occurred, and any request delivered in connection therewith shall
\nnot count as the Requesting Shareholder153s demand request referred to in Section
\n2.01(b), if the size of the offering is reduced in connection with an
\nUnderwriter Cutback such that less than 50% of the Registrable Securities of
\nsuch Shareholder sought to be included in such registration are included.<\/p>\n 4<\/p>\n
\n(b) Following receipt of any request under this Section 2.01, the Issuer
\nshall use reasonable best efforts to register as promptly as reasonably
\npracticable under the Securities Act, for public sale in accordance with the
\nmethod of disposition specified in such request from the Requesting Shareholder,
\nthe number of shares of Registrable Securities specified in such request. If
\nsuch method of disposition shall be an underwritten public offering, the
\nRequesting Shareholder may designate the managing underwriter or co-managing
\nunderwriter of such offering, subject to the approval of the Issuer, which
\napproval shall not be unreasonably withheld or delayed. The Issuer153s obligation
\nto effect the demand registration pursuant to this Section 2.01 shall be deemed
\nsatisfied only when a Registration Statement covering all shares of Registrable
\nSecurities specified in the Requesting Shareholder153s request, for sale in
\naccordance with the method of disposition specified by the Requesting
\nShareholder, shall have become effective and, (i) (x) if such method of
\ndisposition is a firm commitment underwritten public offering, all such shares
\nshall have been sold pursuant thereto and (y) in any other case, such
\nregistration statement shall have remained effective throughout the
\nEffectiveness Period and (ii) the offering of the Registrable Securities
\npursuant to such Registration Statement is not subject to a stop order,
\ninjunction, or similar order or requirement of the SEC during such period.<\/p>\n (c) From and after the date of the Initial Public Offering or Qualified
\nDistribution, the Issuer shall use its commercially reasonable efforts to
\nqualify under the provisions of the Securities Act, and thereafter, to continue
\nto qualify at all times, for registration on Form S-3 or any successor thereto.
\nThe demand registration pursuant to this Section 2.01 shall be on Form S-3 or
\nany similar short-form registration statement, if available. In the event the
\nIssuer fails to qualify, the Issuer shall be required to effect demand
\nregistrations pursuant to this Section 2.01 on Form S-1 or any successor thereto
\nto the same extent as the Issuer would be required to effect demand
\nregistrations on<\/p>\n Form S-3.<\/p>\n 5<\/p>\n
\n(d) Notwithstanding anything to the contrary contained in this Agreement, the
\nIssuer shall be entitled, by providing written notice to the Requesting
\nShareholder, to require the Requesting Shareholder to suspend the use of the
\nprospectus for sales of Registrable Securities under the registration statement
\nfor a reasonable period of time not to exceed 60 consecutive days or 90 days in
\nthe aggregate in any 12-month period (a “Suspension Period<\/u>“) if the Board
\nof Managers determines in good faith and if the Issuer gives written notice that
\nsuch use would (i) require the public disclosure of material non-public
\ninformation concerning any transaction or negotiations involving the Issuer that
\nwould materially interfere with such transaction or negotiations or (ii)
\notherwise materially interfere with financing plans, acquisition activities or
\nbusiness activities of the Issuer, provided<\/u> that, if at the time of
\nreceipt of such notice the Requesting Shareholder shall have sold Registrable
\nSecurities (or have signed a firm commitment underwriting agreement with respect
\nto the purchase of such shares) and the reason for the Suspension Period is not
\nof a nature that would require a post-effective amendment to the Registration
\nStatement, then the Issuer shall use its commercially reasonable efforts to take
\nsuch action as to eliminate any restriction imposed by federal securities laws
\non the timely delivery of such shares. Such notice shall contain a statement of
\nthe reasons for such postponement and an approximation of the anticipated delay.
\nImmediately upon receipt of such notice, the Requesting Shareholder shall
\ndiscontinue the disposition of Registrable Securities under such registration
\nstatement and prospectus relating thereto until such Suspension Period is
\nterminated. The Issuer agrees that it will terminate any such Suspension Period
\nas promptly as reasonably practicable and will promptly notify the Requesting
\nShareholder of such termination. After the expiration of any Suspension Period
\nand without any further request from the Requesting Shareholder, the Issuer
\nshall as promptly as reasonably practicable prepare a post-effective amendment
\nor supplement to the registration statement or the prospectus, or any document
\nincorporated therein by reference, or file any other required document so that,
\nas thereafter delivered to purchasers of the Registrable Securities included
\ntherein, the prospectus will not include an untrue statement of a material fact
\nor omit to state any material fact necessary to make the statements therein, in
\nthe light of the circumstances under which they were made, not misleading. If a
\nSuspension Period occurs during the Effectiveness Period for a registration
\nstatement, such Effectiveness Period shall be extended for a number of days
\nequal to the total number of days during which the distribution of Registrable
\nSecurities is suspended under this Section 2.01(d). If the Issuer notifies the
\nRequesting Shareholder of a Suspension Period with respect to a registration
\nstatement requested pursuant to Section 2.01, (i) the Requesting Shareholder may
\nby notice to the Issuer withdraw such request without such request counting as
\nthe Requesting Shareholder153s demand request under Section 2.01(b) and (ii) the
\nRequesting Shareholder will not be responsible to reimburse the Issuer for any
\nof its out-of-pocket expenses, including Registration Expenses.<\/p>\n (e) The Issuer shall be entitled to include in any registration statement
\nreferred to in this Section 2.01, for sale in accordance with the method of
\ndisposition specified by the Requesting Shareholder, Company Common Stock to be
\nsold by the Issuer for its own account (to the extent that the inclusion of such
\nsecurities by the Issuer shall not adversely affect the offering), and shall
\nnot, without the prior consent of the Requesting Shareholder, be entitled to
\ninclude securities held by any persons other than the Requesting Shareholder.
\nThe Registrable Securities of any Requesting Shareholder shall have priority for
\ninclusion in any firm commitment underwritten offering, ahead of all Registrable
\nSecurities held by other holders included in such offering, in any Underwriter
\nCutback.<\/p>\n 6<\/p>\n
\nSECTION 2.02 Piggyback Registration<\/u>. Subject to the terms and
\nconditions of this Agreement, if the Issuer at any time following an Initial
\nPublic Offering or Qualified Distribution proposes to register any of its
\nsecurities under the Securities Act for sale to the public, whether for its own
\naccount or for the account of other security holders or both (except with
\nrespect to registration statements on Forms S-4, S-8 or another form not
\navailable for registering the Registrable Securities for sale to the public),
\neach such time it will give prompt written notice to Shareholders of its
\nintention to do so (such notice to be given not less than 10 Business Days prior
\nto the anticipated filing date of the related registration statement). Upon the
\nwritten request of a Requesting Shareholder, received by the Issuer within 10
\nBusiness Days after the giving of any such notice by the Issuer, to register any
\nof its Registrable Securities, the Issuer will use commercially reasonable
\nefforts to cause the Registrable Securities as to which registration shall have
\nbeen so requested to be included in the securities to be covered by the
\nregistration statement proposed to be filed by the Issuer, all to the extent
\nrequired to permit the sale or other disposition by such Requesting Shareholder
\nof such Registrable Securities so registered. In the event that any registration
\npursuant to this Section 2.02 shall be, in whole or in part, an underwritten
\npublic offering of Company Common Stock, the number of shares of Registrable
\nSecurities to be included in such an underwriting may be reduced pursuant to an
\nUnderwriter Cutback. In the event that the managing underwriter or co-managing
\nunderwriters on behalf of all underwriters limits the number of shares to be
\nincluded in a registration pursuant to this Section 2.02 then the Issuer will
\ninclude in such registration (i) first, securities proposed by the Issuer to be
\nsold for its own account or for the account of such other security holder, as
\napplicable, and (ii) second, (A) shares of Registrable Securities requested to
\nbe included by a Requesting Shareholder pursuant to this Section 2.02, (B)
\nsecurities requested to be included by any other holders of Registrable
\nSecurities and (C) any securities proposed to be registered for the account of
\nany other Person who by virtue of agreements with the Issuer are entitled to
\ninclude securities in a registration subject to this Agreement, pro rata, based
\non the number of Registrable Securities beneficially owned by a Requesting
\nShareholder and each such other holder of Registrable Securities and such other
\nPersons. Notwithstanding the foregoing provisions, the Issuer may withdraw any
\nregistration statement referred to in this Section 2.02 without thereby
\nincurring any liability to any Requesting Shareholder.<\/p>\n SECTION 2.03 Expenses of Registration<\/u>. Except as specifically provided
\nfor in this Agreement, all Registration Expenses incurred in connection with any
\nregistration, qualification or compliance hereunder shall be borne by the
\nIssuer. In addition, the Issuer shall pay its internal expenses (including all
\nsalaries and expenses of its officers and employees performing legal or
\naccounting duties), the expenses of any annual audit, the fees and expenses
\nincurred in connection with the listing of the Company Common Stock to be
\nregistered on any securities exchange on which similar securities issued by the
\nIssuer are then listed and rating agency fees and the fees and expenses of any
\nperson, including special experts, retained by the Issuer. All Selling Expenses
\nwith respect to Registrable Securities of a Requesting Shareholder incurred in
\nconnection with any registration hereunder shall be borne by such Requesting
\nShareholder. All Selling Expenses relating to Registrable Securities registered
\non behalf of the holders of Registrable Securities shall be borne by such
\nholders included in such registration pro rata among each other on the basis of
\nthe number of Registrable Securities so registered.<\/p>\n 7<\/p>\n
\nSECTION 2.04 Procedures for Registration<\/u>. If and whenever the Issuer
\nis required by the provisions of Sections 2.01 or 2.02 to effect the
\nregistration of any shares of Registrable Securities under the Securities Act,
\nthe Issuer will, as expeditiously as possible:<\/p>\n (a) prepare and promptly file with the SEC a registration statement with
\nrespect to such securities and use commercially reasonable efforts to cause such
\nregistration statement to become and remain effective for the Effectiveness
\nPeriod;<\/p>\n (b) prepare and file with the SEC such amendments and supplements to such
\nregistration statement and the prospectus used in connection therewith as may be
\nnecessary to keep such registration statement effective for the period specified
\nin paragraph (a) above and comply with the provisions of the Securities Act with
\nrespect to the disposition of all Registrable Securities covered by such
\nregistration statement in accordance with a Requesting Shareholder or its
\nAffiliates153 intended method of disposition set forth in such registration
\nstatement for such period;<\/p>\n (c) furnish to the Requesting Shareholder and the underwriters such number of
\ncopies of the registration statement and the prospectus included therein
\n(including each preliminary prospectus) as such persons reasonably may request
\nin order to facilitate the public sale or other disposition of the Registrable
\nSecurities covered by such registration statement; and the Issuer hereby
\nconsents to the use of such Registration Statement and each amendment or
\nsupplement thereto by the Requesting Shareholder and the underwriters in
\nconnection with the offering and sale, subject to this Agreement, of the
\nRegistrable Securities covered by such Registration Statement and any such
\namendment or supplement thereto;<\/p>\n (d) use commercially reasonable efforts to register or qualify (or exempt
\nfrom such registration or qualification) the Registrable Securities covered by
\nsuch registration statement under the securities or “blue sky” laws of such
\njurisdictions as any Requesting Shareholder or, in the case of an underwritten
\npublic offering, the managing underwriter, reasonably shall request;
\nprovided<\/u>, however<\/u>, that the Issuer shall not for any such purpose
\nbe required to qualify generally to transact business as a foreign corporation
\nin any jurisdiction where it is not so qualified or to consent to general
\nservice of process in any such jurisdiction;<\/p>\n (e) use commercially reasonable efforts to list the Registrable Securities
\ncovered by such registration statement with any securities exchange on which the
\nCompany Common Stock is then listed;<\/p>\n (f) provide a transfer agent and registrar for all such Registrable
\nSecurities not later than the effective date of such registration statement;\n<\/p>\n 8<\/p>\n
\n(g) immediately notify the Requesting Shareholder, at any time when a
\nprospectus relating thereto is required to be delivered under the Securities
\nAct, of the happening of any event as a result of which the prospectus contained
\nin such registration statement, as then in effect, includes an untrue statement
\nof a material fact or omits to state a material fact required to be stated
\ntherein or necessary to make the statements therein not misleading in light of
\nthe circumstances then existing, and at the request of the Requesting
\nShareholder prepare and furnish to the Requesting Shareholder a reasonable
\nnumber of copies of a supplement to or an amendment of such prospectus as may be
\nnecessary so that, as thereafter delivered to the purchasers of such Registrable
\nSecurities, such prospectus shall not include an untrue statement of a material
\nfact or omit to state a material fact required to be stated therein or necessary
\nto make the statements therein not misleading in light of the circumstances then
\nexisting;<\/p>\n (h) if the offering is underwritten and at the request of the Requesting
\nShareholder, use commercially reasonable efforts to furnish on the date that
\nRegistrable Securities are delivered to the underwriters for sale pursuant to
\nsuch registration: (i) an opinion dated such date of counsel representing the
\nIssuer for the purposes of such registration, addressed to the underwriters and
\nto the Requesting Shareholder, stating that such registration statement has
\nbecome effective under the Securities Act and that (A) to the knowledge of such
\ncounsel, no stop order suspending the effectiveness thereof has been issued and
\nno proceedings for that purpose have been instituted or are pending or
\ncontemplated under the Securities Act and (B) the registration statement, the
\nrelated prospectus and each amendment or supplement thereof comply as to form in
\nall material respects with the requirements of the Securities Act (except that
\nsuch counsel need not express any opinion as to financial statements or
\nfinancial or statistical data contained therein) and (ii) a letter dated such
\ndate from the independent public accountants retained by the Issuer, addressed
\nto the underwriters and to the Requesting Shareholder, stating that they are
\nindependent public accountants within the meaning of the Securities Act and
\nthat, in the opinion of such accountants, the financial statements of the Issuer
\nincluded in the registration statement or the prospectus, or any amendment or
\nsupplement thereof, comply as to form in all material respects with the
\napplicable accounting requirements of the Securities Act, and such letter shall
\nadditionally cover such other financial matters (including information as to the
\nperiod ending no more than five Business Days prior to the date of such letter)
\nwith respect to such registration as such underwriters or the Requesting
\nShareholder may reasonably request;<\/p>\n (i) use commercially reasonable efforts to cooperate with the Requesting
\nShareholder in the disposition of the Registrable Securities covered by such
\nregistration statement;<\/p>\n (j) in connection with the preparation and filing of each registration
\nstatement registering Registrable Securities under the Securities Act, and
\nbefore filing any such registration statement or any other document in
\nconnection therewith give reasonable consideration to the inclusion in such
\ndocuments of any comments reasonably and timely made by the Requesting
\nShareholder or any of its legal counsel; participate in and make documents
\navailable for the reasonable and customary due diligence review of underwriters
\nduring normal business hours, on reasonable advance notice and without undue
\nburden or hardship on the Issuer; provided<\/u> that (i) any party receiving
\nconfidential materials shall execute a confidentiality agreement on customary
\nterms if reasonably requested by the Issuer and (ii) the Issuer may in its sole
\ndiscretion restrict access to competitively sensitive or legally privileged
\ndocuments or information; and<\/p>\n 9<\/p>\n
\n(k) upon execution of confidentiality agreements in form and substance
\nreasonably satisfactory to the Issuer, the Issuer shall, in connection with the
\npreparation and filing of each registration statement registering Registrable
\nSecurities, make available for inspection by any Requesting Shareholder and any
\nunderwriter participating in any disposition pursuant to a registration
\nstatement being filed by the Company pursuant to this Section 2.04 and any
\nattorney, accountant or other professional retained by any such Requesting
\nShareholder or underwriter (collectively, the “Inspectors”), at the offices
\nwhere normally kept, during reasonable business hours, all financial and other
\nrecords, pertinent corporate documents and properties of the Issuer and its
\nSubsidiaries (collectively, the “Records”) as shall be reasonably necessary to
\nenable any of the Inspectors to exercise its due diligence responsibility.
\nRecords that the Issuer determines, in good faith, to be confidential and that
\nit notifies the Inspectors are confidential shall not be disclosed by the
\nInspectors unless (i) the disclosure of such Records is necessary to avoid or
\ncorrect a material misstatement or omission in such registration statement or
\n(ii) the release of such Records is ordered pursuant to a subpoena or other
\norder from a court of competent jurisdiction. Each Shareholder agrees that
\ninformation obtained by it as a result of such inspections shall be deemed
\nconfidential and shall not be used by it or its Affiliates as the basis for any
\nmarket transactions in the Registrable Securities unless and until such
\ninformation is made generally available to the public. Each Shareholder further
\nagrees that, upon learning that disclosure of such Records is sought in a court
\nof competent jurisdiction, it shall give notice to the Issuer and allow the
\nIssuer, at is expense, to undertake appropriate action to prevent disclosure of
\nthe Records deemed confidential;<\/p>\n (l) reasonably cooperate to make available, at mutually agreeable times and
\nupon reasonable notice, members of senior management to participate in a
\ncustomary “road show” with potential purchasers of Registrable Securities
\n(taking into account the needs of, and potential disruption to, NewCo153s
\nbusinesses) to make investor presentations; and<\/p>\n (m) otherwise use commercially reasonable efforts to comply with the
\nSecurities Act, the Exchange Act and any other applicable rules and regulations
\nof the SEC and reasonably cooperate with the Requesting Shareholder in the
\ndisposition of its Registrable Securities in accordance with the terms of this
\nAgreement. Such cooperation shall include the endorsement and transfer of any
\ncertificates representing Registrable Securities (or a book-entry transfer to
\nsimilar effect) transferred in accordance with this Agreement and facilitating
\nsuch Registrable Securities to be in such denominations and registered in such
\nnames as the Requesting Shareholder or underwriters request.<\/p>\n The period of distribution of Registrable Securities in a firm commitment
\nunderwritten public offering shall be deemed to extend until each underwriter
\nhas completed the distribution of all securities purchased by it, and the period
\nof distribution of Registrable Securities in any other registration shall be
\ndeemed to extend until the earlier of the sale of all Registrable Securities
\ncovered thereby and 120 days after the effective date thereof (the
\n“Effectiveness Period<\/u>“). The Issuer shall be required to maintain the
\neffectiveness of the registration statement with respect to the registration of
\nany shares of Registrable Securities for the Effectiveness Period,
\nprovided<\/u>, however, that the Effectiveness Period shall be extended for a
\nperiod of time equal to the period the holder of Registrable Securities refrains
\nfrom selling any securities included in such Registration Statement at the
\nrequest of the Issuer or an underwriter of the Issuer pursuant to the provisions
\nof this Agreement or, in the case of any registration statement requested
\npursuant to Section 2.01, equal to the number of days included in any Scheduled
\nBlack-out Period. In connection with each registration hereunder, the Requesting
\nShareholder will timely furnish to the Issuer in writing such information with
\nrespect to themselves and the proposed distribution by them as reasonably
\nnecessary in order to assure compliance with Federal and applicable state
\nsecurities laws. In connection with each registration pursuant to Sections 2.01
\nor 2.02 covering an underwritten public offering, the Issuer and the Requesting
\nShareholder agree to enter into customary agreements (including an underwriting
\nor similar agreement) with the managing underwriter or co-managing underwriters
\nselected in the manner herein provided, as the case may be, in such form and
\ncontaining such provisions as are customary in the securities business for such
\nan arrangement between such underwriter and companies of the Issuer153s size and
\ninvestment stature and take all such other actions reasonably necessary to
\nfacilitate the disposition of such Registrable Securities. The Issuer will use
\ncommercially reasonable efforts to make available to its security holders, as
\npromptly as reasonably practicable, an earnings statement (which need not be
\naudited) covering the period of 12 months commencing upon the first disposition
\nof Registrable Securities pursuant to a registration statement, which earnings
\nstatement shall satisfy the provisions of Section 11(a) of the Securities Act
\nand Rule 158 of the SEC promulgated thereunder.<\/p>\n 10<\/p>\n
\nSECTION 2.05 Suspension of Sales<\/u>. (a) Upon receipt of notice from the
\nIssuer pursuant to Section 2.04(g), each Requesting Shareholder shall
\nimmediately discontinue disposition of Registrable Securities pursuant to the
\napplicable registration statement and prospectus relating thereto until such
\nRequesting Shareholders (i) have received copies of a supplemented or amended
\nprospectus or prospectus supplement pursuant to Section 2.04(g) or (ii) are
\nadvised in writing by the Issuer that the use of the prospectus and, if
\napplicable, prospectus supplement may be resumed, and, if so directed by the
\nIssuer, the Requesting Shareholder shall deliver to the Issuer (at the Issuer153s
\nexpense) all copies, other than permanent file copies then in the Requesting
\nShareholder153s possession, of the prospectus and, if applicable, prospectus
\nsupplement covering such Registrable Securities current at the time of receipt
\nof such notice. If the Issuer shall give such notice with regards to any
\nregistration statement requested pursuant to Section 2.01, the Effectiveness
\nPeriod in respect of such registration statement shall be extended by the number
\nof days during the period from and including the date such notice is given by
\nthe Issuer to the date when the Issuer shall have (i) made available to the
\nRequesting Shareholder a supplemented or amended prospectus or prospectus
\nsupplement pursuant to Section 2.04(g) or (ii) advised the Requesting
\nShareholder in writing that the use of the prospectus and, if applicable,
\nprospectus supplement may be resumed.<\/p>\n (b) Notwithstanding anything to the contrary in this Agreement, during any
\nScheduled Black-out Period each Requesting Shareholder shall immediately suspend
\nor discontinue disposition of Registrable Securities until the termination of
\nsuch Scheduled Black-out Period; provided<\/u> that (i) a Scheduled Black-out
\nPeriod shall not prevent a Requesting Shareholder from making a demand under
\nSection 2.01 or electing to participate in any piggyback registration under
\nSection 2.02 or relieve the Issuer from its obligation to file (but not its
\nobligation to cause to be declared effective) a registration statement pursuant
\nto this Agreement and (ii) a Scheduled Black-out Period shall not apply to any
\nRequesting Shareholder in any piggyback registration under Section 2.02 to the
\nextent the Issuer has waived the Scheduled Black-out Period with respect to any
\nregistered offering of Registrable Securities for its own account or for the
\naccount of any other person, which offering gives rise to such piggyback
\nregistration. The Effectiveness Period in respect of any registration statement
\nrequested pursuant to Section 2.01 shall be extended by the number of days
\nincluded in any Scheduled Black-out Period.<\/p>\n 11<\/p>\n
\nSECTION 2.06 Free Writing Prospectuses<\/u>. No Shareholder shall use any
\n“free writing prospectus” (as defined in Rule 405 under the Securities Act) in
\nconnection with the sale of Registrable Securities without the prior written
\nconsent of the Issuer; provided<\/u> that a Requesting Shareholder may use any
\nfree writing prospectus prepared and distributed by the Issuer.<\/p>\n SECTION 2.07 Shelf-Take Downs<\/u>. At any time that a shelf registration
\nstatement covering Registrable Securities is effective, if a Requesting
\nShareholder delivers a notice to the Issuer (a “Take-Down Notice”) stating that
\nit intends to sell all or part of its Registrable Securities included by it on
\nthe shelf registration statement (a “Shelf Offering”), then, the Issuer shall
\namend or supplement the shelf registration statement as may be necessary in
\norder to enable such Registrable Securities to be distributed pursuant to the
\nShelf Offering.<\/p>\n ARTICLE III<\/p>\n Indemnification<\/u><\/p>\n SECTION 3.01 Indemnification<\/u>. (a) Notwithstanding any termination of
\nthis Agreement, the Issuer shall indemnify and hold harmless (including the
\nadvancement of expenses (subject to customary reimbursement agreements),
\nincluding expenses related to the investigation of any Claim and reasonable
\nfees, expenses and disbursements of attorneys and other professionals, incurred
\nprior to any assumption of the defense of such Claim by the Issuer) each
\nShareholder and its respective Affiliates, and each of their respective
\nofficers, directors, employees, agents, partners, members, stockholders,
\nRepresentatives and Affiliates, and each person or entity, if any, that controls
\na Shareholder within the meaning of Section 15 of the Securities Act or Section
\n20 of the Exchange Act and the officers, directors, employees, agents, partners,
\nmembers, stockholders, Representatives and Affiliates and employees of each such
\ncontrolling person (each, a “Shareholder Indemnified Person<\/u>“) against any
\nand all losses, claims, damages, actions, liabilities, costs and expenses
\n(including expenses related to the investigation, defense and settlement of any
\nClaim and reasonable fees, expenses and disbursements of attorneys and other
\nprofessionals), judgments, fines, penalties, charges and amounts paid in
\nsettlement (collectively, “Losses<\/u>“), arising out of, directly or
\nindirectly resulting from, or relating to any Claim instituted, commenced or
\nbrought by any Governmental Entity, stockholder of the Issuer or any other
\nperson (other than (i) a Claim by any Shareholder or any Affiliate of any
\nShareholder (except in the case of any action to enforce its rights under this
\nSection 3.01) or (ii) a direct Claim by the Issuer and its Subsidiaries (for the
\navoidance of doubt, a derivative Claim brought by or on behalf of the Issuer or
\nits Subsidiaries is not such a direct Claim)) based on, resulting from, or
\nrelating to this Agreement or the transactions contemplated by this Agreement
\nand enforcement of this Section 3.01, except that the Issuer will not be
\nrequired to indemnify any Shareholder Indemnified Person for Losses resulting
\nfrom its gross negligence, willful misconduct or willful and material breach of
\nthis Agreement.<\/p>\n 12<\/p>\n
\n(b) Notwithstanding any termination of this Agreement, the Issuer shall
\nindemnify and hold harmless each Shareholder Indemnified Person against any and
\nall Losses arising out of, resulting from, or based upon any untrue or alleged
\nuntrue statement of material fact contained or incorporated by reference in any
\nregistration statement, including any preliminary prospectus or final prospectus
\ncontained therein (or any documents incorporated therein by reference) or any
\namendments or supplements thereto or contained in any “issuer free writing
\nprospectus” (as such term is defined in Rule 433 under the Securities Act)
\nprepared by the Issuer or authorized by it in writing for use by such
\nShareholder or any amendment or supplement thereto; or any omission or alleged
\nomission to state therein a material fact required to be stated therein or
\nnecessary to make the statements therein, in the light of the circumstances
\nunder which they were made, not misleading; provided<\/u> that the Issuer
\nshall not be liable to such Shareholder or such Shareholder153s Shareholder
\nIndemnified Person in any such case to the extent that any such Loss arises out
\nof or is based upon (i) an untrue statement or alleged untrue statement or
\nomission or alleged omission made in such registration statement, including any
\nsuch preliminary prospectus or final prospectus contained therein or any such
\namendments or supplements thereto or contained in any issuer free writing
\nprospectus prepared by the Issuer or authorized by it in writing for use by such
\nShareholder or any amendment or supplement thereto, in reliance upon and in
\nconformity with information regarding such Shareholder or its plan of
\ndistribution or ownership interests which such Shareholder furnished in writing
\nto the Issuer for use in connection with such registration statement, including
\nany such preliminary prospectus or final prospectus contained therein or any
\nsuch amendments or supplements thereto or contained in any issuer free writing
\nprospectus, but only to the extent that such untrue statements or omissions are
\nbased solely upon information furnished in writing to the Issuer by such
\nShareholder expressly for use therein, (ii) offers or sales effected by or on
\nbehalf of such Shareholder “by means of” (as defined in Securities Act Rule
\n159A) a “free writing prospectus” (as defined in Securities Act Rule 405) that
\nwas not prepared by the Issuer or authorized in writing by the Issuer, or (iii)
\nthe failure by such Shareholder to deliver or make available to a purchaser of
\nRegistrable Securities a copy of any preliminary prospectus, pricing information
\nor final prospectus contained in the applicable registration statement or any
\namendments or supplements thereto (to the extent the same is required by
\napplicable Law to be delivered or made available to such purchaser at the time
\nof sale or contract); provided<\/u> that the Issuer shall have delivered to
\nsuch Shareholder such preliminary prospectus or final prospectus contained in
\nthe applicable registration statement and any amendments or supplements thereto
\npursuant to Section 2.04(d) no later than the time of contract of sale in
\naccordance with Rule 159 under the Securities Act. Reimbursements payable
\npursuant to the indemnification contemplated by this Section 3.01(b) will be
\nmade by periodic payments during the course of any investigation or defense, as
\nand when bills are received or expenses incurred.<\/p>\n (c) Notwithstanding any termination of this Agreement, each Shareholder named
\nas a selling stockholder in a registration statement pursuant to this Article
\nIII shall indemnify and hold harmless the Issuer and its officers, directors,
\nemployees, agents, Representatives and Affiliates and each person or entity, if
\nany, that controls the Issuer within the meaning of Section 15 of the Securities
\nAct or Section 20 of the Exchange Act and the officers, directors, employees,
\nagents and employees of each such controlling person against any and all Losses
\narising out of or based upon any untrue or alleged untrue statement of material
\nfact contained in any registration statement, including any preliminary
\nprospectus or final prospectus contained therein or any amendments or
\nsupplements thereto (or any documents incorporated therein by reference) or
\ncontained in any “issuer free writing prospectus” (as such term is defined in
\nRule 433 under the Securities Act), or any omission or alleged omission to state
\ntherein a material fact required to be stated therein or necessary to make the
\nstatements therein, in the light of the circumstances under which they were
\nmade, not misleading, but only to the extent, that such untrue statements or
\nomissions are based solely upon information furnished in writing to the Issuer
\nby such Shareholder expressly for use therein. Reimbursements payable pursuant
\nto the indemnification contemplated by this Section 3.01 will be made by
\nperiodic payments during the course of any investigation or defense, as and when
\nbills are received or expenses incurred.<\/p>\n 13<\/p>\n
\n(d) If any Claim shall be brought or asserted against any person entitled to
\nindemnity hereunder (an “Indemnified Party<\/u>“), such Indemnified Party
\nshall promptly notify the person from whom indemnity is sought (the
\n“Indemnifying Party<\/u>“) in writing; provided<\/u> that the failure of any
\nIndemnified Party to give such notice shall not relieve the Indemnifying Party
\nof its obligations or liabilities pursuant to this Section 3.01, except to the
\nextent that such failure shall have materially prejudiced the Indemnifying
\nParty. In case any such Claim is brought against an Indemnified Party and such
\nIndemnified Party seeks or intends to seek indemnity from an Indemnifying Party,
\nthe Indemnifying Party will be entitled to participate in, and to the extent
\nthat it shall elect, promptly after receiving the aforesaid notice from such
\nIndemnified Party, assume the defense in such proceeding, including (x) in the
\ncase of an indemnification claim pursuant to Sections 3.01(b) or (c), the
\nemployment of counsel reasonably satisfactory to the Indemnified Party, (y) in
\nthe case of an indemnification claim pursuant to Section 3.01(a), the employment
\nof counsel chosen by the Indemnified Party reasonably satisfactory to the
\nIndemnifying Party, and the payment of all fees and expenses incurred in
\nconnection with such defense. An Indemnified Party shall have the right to
\nemploy separate counsel in any such proceeding and to participate in the defense
\nof such proceeding, but the fees and expenses of such counsel shall be at the
\nexpense of such Indemnified Party or Parties unless: (i) the Indemnifying Party
\nhas agreed in writing to pay such fees and expenses; (ii) the Indemnifying Party
\nshall have failed promptly to assume the defense of such proceeding and to
\nemploy counsel (in accordance with this Section 3.01(d) reasonably satisfactory
\nto such Indemnified Party in any such proceeding; or (iii) the named parties to
\nany such proceeding (including any impleaded parties) include both such
\nIndemnified Party and the Indemnifying Party, and such Indemnified Party shall
\nhave been advised by counsel that representation of both such Indemnified Party
\nand the Indemnifying Party by the same counsel would be inappropriate because of
\nan actual conflict of interest between the Indemnifying Party and such
\nIndemnified Party (in which case, if such Indemnified Party notifies the
\nIndemnifying Party in writing that it elects to employ separate counsel at the
\nexpense of the Indemnifying Party, the Indemnifying Party shall not have the
\nright to assume the defense thereof and such counsel shall be at the expense of
\nthe Indemnifying Party); provided<\/u> that the Indemnifying Party shall not
\nbe liable for the fees and expenses of more than one separate firm of attorneys
\n(in addition to one local counsel in each jurisdiction) at any time for all
\nIndemnified Parties. The Indemnifying Party shall not be liable for any
\nsettlement of any such proceeding effected without its written consent, which
\nconsent shall not be unreasonably withheld, but if settled with such consent, or
\nif there be a final judgment for the plaintiff, the Indemnifying Party shall
\nindemnify and hold harmless the Indemnified Party from and against any Loss (to
\nthe extent stated above) by reason of such settlement or judgment. No
\nIndemnifying Party shall, without the prior written consent of the Indemnified
\nParty (which consent shall not be unreasonably withheld, conditioned or delayed
\nso long as the Indemnifying Party has complied, and continues to comply, with
\nall of its covenants and obligations under this Agreement), effect any
\nsettlement or consent to entry of any judgment of any pending proceeding in
\nrespect of which any Indemnified Party is a party, unless such settlement (x)
\nincludes an unconditional release, in form and substance reasonably satisfactory
\nto the Indemnified Party, of such Indemnified Party from all liability on claims
\nthat are the subject matter of such proceeding and (y) does not result in any
\nlimitation or restriction upon any Shareholder153s exercise of all rights,
\nprivileges and preferences applicable to it as a holder of Company Common Stock
\nand its rights under this Agreement. Notwithstanding the foregoing, the parties
\nacknowledge and agree that to the extent a Claim is made against any Shareholder
\nIndemnified Person which may be indemnifiable pursuant to Section 3.01(a), the
\nShareholder Indemnified Person will be entitled to retain its regular outside
\ncounsel to review and produce documents, electronic files and other materials in
\nresponse to document requests in connection with any Claim for which a
\nShareholder Indemnified Person may be entitled to indemnification pursuant to
\nSection 3.01(a), and make determinations with respect to and prosecute issues
\nrelated to confidential information of the Shareholder Indemnified Persons. The
\nIssuer will pay directly the reasonable fees and expenses of such counsel in
\nconnection with any such Claim.<\/p>\n 14<\/p>\n
\nSECTION 3.02 Contribution<\/u>. If the indemnification provided for in
\nSections 3.01(b) or 3.01(c) is unavailable to an Indemnified Party with respect
\nto any Losses, or is insufficient to hold the Indemnified Party harmless as
\ncontemplated therein (other than pursuant to the exceptions to indemnification
\nprovided for in Sections 3.01(b) or 3.01(c)), then the Indemnifying Party, in
\nlieu of indemnifying such Indemnified Party, shall contribute to the amount paid
\nor payable by such Indemnified Party as a result of such Losses in such
\nproportion as is appropriate to reflect the relative fault of the Indemnified
\nParty, on the one hand, and the Indemnifying Party, on the other hand, in
\nconnection with the actions, statements or omissions which resulted in such
\nLosses as well as any other relevant equitable considerations. The relative
\nfault of the Indemnifying Party, on the one hand, and of the Indemnified Party,
\non the other hand, shall be determined by reference to, among other factors,
\nwhether the untrue or alleged untrue statement of a material fact or omission to
\nstate a material fact relates to information supplied by the Indemnifying Party
\nor by the Indemnified Party and the parties153 relative intent, knowledge, access
\nto information concerning the matter with respect to which the claim was
\nasserted and opportunity to correct or prevent such statement or omission. The
\nIssuer and each Shareholder agree that it would not necessarily be just and
\nequitable if the amount of contribution pursuant to this Section 3.02 were
\ndetermined by pro rata allocation or by any other method of allocation that does
\nnot take account of the equitable considerations referred to in this Section
\n3.02. No Indemnified Party guilty of fraudulent misrepresentation (within the
\nmeaning of Section 11(f) of the Securities Act) shall be entitled to
\ncontribution from an Indemnifying Party not guilty of such fraudulent
\nmisrepresentation. Notwithstanding the foregoing, no Shareholder Indemnified
\nPerson shall be required to contribute any amount in excess of the amount by
\nwhich the total price at which the Registrable Securities sold by the
\nShareholders under the relevant registration statement exceeds the amount of any
\ndamages that such a Shareholder Indemnified Person has otherwise been required
\nto pay by reason of such untrue or alleged untrue statement or omission or
\nalleged omission.<\/p>\n ARTICLE IV<\/p>\n Lock-Up; Agreement to Furnish Information<\/u><\/p>\n SECTION 4.01 Lock-up Agreement<\/u>. (a) Each Shareholder agrees that it
\nwill not transfer or otherwise make any short sale of, grant any option for the
\npurchase of, or enter into any new hedging or similar transaction with the same
\neconomic effect as a sale with respect to, including a sale pursuant to Rule 144
\nunder the Securities Act, any securities of the Issuer held by such Shareholder
\n(other than those included in the registration) for a period specified by the
\nrepresentatives of the managing underwriters or co-managing underwriters of
\nsecurities of the Issuer not to exceed 10 days prior and 120 days following any
\nregistered public sale of securities by the Issuer in which the Issuer gave such
\nShareholder an opportunity to participate in accordance with Section 2.02;
\nprovided<\/u> that executive officers and directors of the Issuer and other
\nholders of the Company Common Stock participating in such offering enter into
\nsimilar agreements and only as long as and to the extent such persons remain
\nsubject to such agreement (and are not fully released from such agreement) for
\nsuch period. Each Shareholder agrees to execute and deliver such other
\nagreements as may be reasonably requested by the Representatives of the
\nunderwriters or co-managing underwriters which are consistent with the foregoing
\nor which are necessary to give further effect thereto.<\/p>\n 15<\/p>\n
\n(b) Agreement to Furnish Information<\/u>. In addition, if requested in
\nwriting by the Issuer or the managing underwriters or co-managing underwriters
\nof Company Common Stock (or other securities of the Issuer), each Requesting
\nShareholder shall provide such documents and instruments as may be reasonably
\nrequired by the Issuer or the managing underwriters or co-managing underwriters
\nin connection with the filing of a registration statement on the date specified
\nin such writing and the completion of any public offering of the Registrable
\nSecurities pursuant to this Agreement (including a questionnaire, custody
\nagreement, power of attorney, lock-up letter and underwriting agreement (the
\n“Requested Information<\/u>“)). If the Issuer has not received, on or before
\nthe Business Day before the specified filing date, the Requested Information
\nfrom each Requesting Shareholder (provided<\/u> the written request therefor
\nis received by any such Requesting Shareholder not less than 10 Business Days
\nbefore the filing date), the Issuer may file the registration statement without
\nincluding Registrable Securities of such Requesting Shareholder. The failure to
\nso include in any registration statement the Registrable Securities of such
\nRequesting Shareholder (with regard to that registration statement) shall not in
\nand of itself result in any liability on the part of the Issuer to such
\nRequesting Shareholder.<\/p>\n (c) Rule 144 Reporting<\/u>. With a view to making available to the
\nShareholders the benefits of certain rules and regulations of the SEC which may
\npermit the sale of Registrable Securities to the public without registration,
\nthe Company agrees to use its commercially reasonable efforts to: (i) make and
\nkeep public information available, as those terms are understood and defined in
\nRule 144 under the Securities Act or any similar or analogous rule promulgated
\nunder the Securities Act, at all times after the effective date of this
\nAgreement; (ii) file with the SEC, in a timely manner, all reports and other
\ndocuments required of the Company under the Securities Act and the Exchange Act;
\n(iii) so long as any Shareholder owns Registrable Securities, furnish to such
\nShareholder forthwith upon request: a written statement by the Company as to its
\ncompliance with the reporting requirements of Rule 144 under the Securities Act,
\nand of the Exchange Act; a copy of the most recent annual or quarterly report of
\nthe Company; and such other reports and documents as such Shareholder may
\nreasonably request in availing itself of any rule or regulation of the SEC
\nallowing it to sell any such Company Common Stock without registration. Upon the
\nrequest of any holder of Registrable Securities, the Issuer shall deliver to
\nsuch holder a written statement as to whether it has complied with such
\nrequirements.<\/p>\n 16<\/p>\n
\nARTICLE V<\/p>\n Transfer and Termination of Registration Rights<\/u><\/p>\n SECTION 5.01 Transfer of Registration Rights<\/u>. (a) No Shareholder shall
\nhave the right to transfer any right, remedy, obligation or liability arising
\nunder this Agreement, other than to a Permitted Transferee.<\/p>\n (b) Following any transfer or assignment made pursuant to Section 5.01(a) in
\nconnection with the transfer by a Shareholder of a portion of its Registrable
\nSecurities to a Permitted Transferee, except in the case of such Shareholder153s
\ndemand registration right under Section 2.01 which may only be transferred in
\nwhole and not in part, the Shareholder shall retain all rights, remedies,
\nobligations and liabilities under this Agreement with respect to the remaining
\nportion of its Registrable Securities.<\/p>\n SECTION 5.02 Termination of Registration Rights<\/u>. This Agreement (other
\nthan Section 2.03 and Article III) will terminate on the date on which all
\nshares of Company Common Stock subject to this Agreement cease to be Registrable
\nSecurities.<\/p>\n ARTICLE VI<\/p>\n Miscellaneous<\/u><\/p>\n SECTION 6.01 Binding Effect; Issuer Joinder; Assignability; Benefit<\/u>.
\n(a) This Agreement shall inure to the benefit of and be binding upon the parties
\nhereto and their respective heirs, successors, legal representatives and
\npermitted assigns; provided<\/u> that in the case the Company is not the
\nIssuer, the Company shall cause the Issuer to execute and deliver to the Company
\nand each Shareholder an agreement to be bound by this Agreement in the form of
\nExhibit B hereto and shall thenceforth succeed to, and be substituted for, and
\nmay exercise every right and power of, the Issuer under this Agreement, and the
\nCompany shall be released from its obligations under this Agreement, and this
\nAgreement shall cease to be of further effect on the Company. Any Shareholder
\nthat ceases to own beneficially any Registrable Securities shall cease to be
\nsubject to the terms hereof (other than (i) the provisions of Article III
\napplicable to such Shareholder with respect to any offering of Registrable
\nSecurities completed before the date such Shareholder ceased to own any
\nRegistrable Securities and (ii) this Article VI).<\/p>\n (b) Neither this Agreement nor any right, remedy, obligation or liability
\narising hereunder or by reason hereof shall be assignable by any party hereto
\npursuant to any transfer of Registrable Securities or otherwise, except in
\naccordance with Section 5.01. Upon transfer of any right, remedy, obligation or
\nliability pursuant to Section 5.01, any such Permitted Transferee shall (unless
\nalready bound hereby) execute and deliver to the Issuer an agreement to be bound
\nby this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and
\nshall thenceforth be a “Shareholder”.<\/p>\n (c) Nothing in this Agreement, expressed or implied, is intended to confer on
\nany Person other than the parties hereto, and their respective heirs,
\nsuccessors, legal representatives and permitted assigns, any rights, remedies,
\nobligations or liabilities under or by reason of this Agreement, except that the
\nprovisions of Article III shall inure to the benefit of the persons referred to
\nin that article.<\/p>\n 17<\/p>\n
\nSECTION 6.02 Notices<\/u>. All notices and other communications required or
\npermitted hereunder shall be in writing and shall be mailed by registered or
\ncertified mail, postage prepaid, sent by facsimile or otherwise delivered by
\nhand or by messenger addressed:<\/p>\n (a) if given to the Issuer, to the following address and fax number (or such
\nother address and fax number set forth in an Issuer Joinder Agreement):<\/p>\n [NewCo] LLC<\/p>\n c\/o Barnes & Noble, Inc.<\/p>\n 122 Fifth Avenue<\/p>\n New York, NY 10011<\/p>\n Attn: Eugene V. DeFelice<\/p>\n Vice President, General Counsel & Secretary<\/p>\n Facsimile No.: (212) 463-5683<\/p>\n With a Copy to:<\/p>\n Cravath, Swaine & Moore LLP<\/p>\n Worldwide Plaza<\/p>\n 825 Eighth Avenue<\/p>\n New York, NY 10019<\/p>\n Attn: Scott A. Barshay, Esq.<\/p>\n Andrew R. Thompson, Esq.<\/p>\n Facsimile: (212) 474-3700<\/p>\n (b) if given to any Shareholder, at the address for such Shareholder set
\nforth in Exhibit C hereto or otherwise provided to the Issuer as set forth
\nbelow.<\/p>\n All such notices shall be deemed to have been delivered and given for all
\npurposes (i) on the delivery date if delivered by confirmed facsimile, (ii) on
\nthe delivery date if delivered personally to the party to whom the same is
\ndirected, (iii) one (1) business day after deposit with a commercial overnight
\ncarrier, with written verification of receipt, or (iv) five (5) business days
\nafter the mailing date, whether or not actually received, if sent by U.S. mail,
\nreturn receipt requested, postage and charges prepaid, or any other means of
\nrapid mail delivery for which a receipt is available addressed to the receiving
\nparty as specified on the signature page of this Agreement. Changes of the
\nperson to receive notices or the place of notification shall be effectuated
\npursuant to a notice given under this Section 6.02.<\/p>\n Any person that becomes a Shareholder after the date hereof shall provide its
\naddress, fax number and email address to the Issuer.<\/p>\n 18<\/p>\n
\nSECTION 6.03 Counterparts and Facsimile<\/u>. This Agreement may be
\nexecuted in two or more identical counterparts (including by facsimile), each of
\nwhich shall be an original, with the same effect as if the signatures thereto
\nand hereto were upon the same instrument, and shall become effective when one or
\nmore counterparts have been signed by each of the parties and delivered (by
\ntelecopy or otherwise) to the other parties.<\/p>\n SECTION 6.04 Waiver; Amendment<\/u>. No provision of this Agreement may be
\nwaived except by an instrument in writing executed by the party against whom the
\nwaiver is to be effective. The failure of any party hereto to exercise any
\nright, power or remedy provided under this Agreement or otherwise available in
\nrespect hereof at law or in equity, or to insist upon compliance by any other
\nparty hereto with its obligations hereunder, shall not constitute a waiver by
\nsuch party of its right to exercise any such other right, power or remedy or to
\ndemand such compliance. No provision of this Agreement may be amended or
\notherwise modified except by an instrument in writing executed by the Issuer and
\nthe holders of at least a majority of the Registrable Securities held by the
\nparties hereto at the time of such proposed amendment or modification,
\nprovided<\/u> that no such amendment or modification shall adversely affect
\nthe interests of any holder of Registrable Securities hereunder
\ndisproportionately to other holders of Registrable Securities without the
\nwritten consent of such holder.<\/p>\n SECTION 6.05 Governing Law; Specific Enforcement; Submission to
\nJurisdiction; Waiver of Jury Trial<\/u>. (a) THIS AGREEMENT SHALL BE GOVERNED BY,
\nAND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
\nYORK, WITHOUT REGARD TO THE CONFLICTS OF LAWS RULES OF SUCH STATE.<\/p>\n (b) Specific Enforcement<\/u>. THE PARTIES ACKNOWLEDGE AND AGREE THAT
\nIRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS
\nAGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE
\nOTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED
\nTO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OR THREATENED BREACHES OF
\nTHIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS
\nAGREEMENT IN ANY COURT OF COMPETENT JURISDICTION, IN EACH CASE WITHOUT PROOF OF
\nDAMAGES OR OTHERWISE (AND EACH PARTY HEREBY WAIVES ANY REQUIREMENT FOR THE
\nSECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY), THIS BEING IN
\nADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY. THE
\nPARTIES AGREE NOT TO ASSERT THAT A REMEDY OF SPECIFIC ENFORCEMENT IS
\nUNENFORCEABLE, INVALID, CONTRARY TO LAW OR INEQUITABLE FOR ANY REASON, NOR TO
\nASSERT THAT A REMEDY OF MONETARY DAMAGES WOULD PROVIDE AN ADEQUATE REMEDY.<\/p>\n 19<\/p>\n
\n(c) Submission to Jurisdiction<\/u>. EACH OF THE PARTIES HERETO IRREVOCABLY
\nAGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT AND
\nTHE RIGHTS AND OBLIGATIONS ARISING HEREUNDER, OR FOR RECOGNITION AND ENFORCEMENT
\nOF ANY JUDGMENT IN RESPECT OF THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
\nARISING HEREUNDER, BROUGHT BY THE OTHER PARTY HERETO OR ITS SUCCESSORS OR
\nASSIGNS SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT IN THE CITY OF NEW YORK,
\nBOROUGH OF MANHATTAN, SO LONG AS ONE OF SUCH COURTS SHALL HAVE SUBJECT MATTER
\nJURISDICTION OVER SUCH SUIT, ACTION OR PROCEEDING, AND THAT ANY CAUSE OF ACTION
\nARISING OUT OF THIS AGREEMENT SHALL BE DEEMED TO HAVE ARISEN FROM A TRANSACTION
\nOF BUSINESS IN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY
\nIRREVOCABLY SUBMITS WITH REGARD TO ANY SUCH ACTION OR PROCEEDING FOR ITSELF AND
\nIN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, TO THE PERSONAL
\nJURISDICTION OF THE AFORESAID COURTS AND AGREES THAT IT WILL NOT BRING ANY
\nACTION RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY
\nTHIS AGREEMENT IN ANY COURT OTHER THAN THE AFORESAID COURTS. EACH OF THE PARTIES
\nHERETO HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS
\nA DEFENSE, COUNTERCLAIM OR OTHERWISE, IN ANY ACTION OR PROCEEDING WITH RESPECT
\nTO THIS AGREEMENT, (1) ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
\nJURISDICTION OF THE ABOVE-NAMED COURTS FOR ANY REASON, (2) ANY CLAIM THAT IT OR
\nITS PROPERTY IS EXEMPT OR IMMUNE FROM JURISDICTION OF ANY SUCH COURT OR FROM ANY
\nLEGAL PROCESS COMMENCED IN SUCH COURTS (WHETHER THROUGH SERVICE OF NOTICE,
\nATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF JUDGMENT,
\nEXECUTION OF JUDGMENT OR OTHERWISE) AND (3) TO THE FULLEST EXTENT PERMITTED BY
\nTHE APPLICABLE LAW, ANY CLAIM THAT (A) THE SUIT, ACTION OR PROCEEDING IN SUCH
\nCOURT IS BROUGHT IN AN INCONVENIENT FORUM, (B) THE VENUE OF SUCH SUIT, ACTION OR
\nPROCEEDING IS IMPROPER OR (C) THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF, MAY
\nNOT BE ENFORCED IN OR BY SUCH COURTS. EACH PARTY HERETO HEREBY IRREVOCABLY
\nCONSENTS TO THE SERVICE OF PROCESS IN ANY ACTION, SUIT OR OTHER PROCEEDING
\nARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS
\nCONTEMPLATED BY THIS AGREEMENT, ON BEHALF OF ITSELF OR ITS PROPERTY, BY U.S.
\nREGISTERED MAIL TO SUCH PARTY153S RESPECTIVE ADDRESS SET FORTH BELOW, AND NOTHING
\nIN THIS SECTION 6.05(c) SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL
\nPROCESS IN ANY OTHER MANNER PERMITTED BY LAW.<\/p>\n (d) Waiver of Jury Trial<\/u>. EACH PARTY HERETO HEREBY WAIVES, TO THE
\nFULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
\nJURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF,
\nUNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (1) CERTIFIES THAT
\nNO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
\nTHAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING,
\nSEEK TO ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER
\nPARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
\nTHINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 6.05(d).<\/p>\n 20<\/p>\n
\nSECTION 6.06 Headings<\/u>. The headings and subheadings in this Agreement
\nare included for convenience and identification only and are in no way intended
\nto describe, interpret, define or limit the scope, extent or intent of this
\nAgreement or any provision hereof.<\/p>\n SECTION 6.07 Entire Agreement<\/u>. Except as specifically provided in this
\nAgreement, this Agreement constitutes the entire agreement, and supersedes all
\nother prior agreements, understandings, representations and warranties, both
\nwritten and oral, between the parties, with respect to the subject matter
\nhereof.<\/p>\n SECTION 6.08 Severability<\/u>. Any term or provision of this Agreement
\nwhich is invalid or unenforceable in any jurisdiction shall, as to that
\njurisdiction, be ineffective to the extent of such invalidity or
\nunenforceability without rendering invalid or unenforceable the remaining terms
\nand provisions of this Agreement in any other jurisdiction. If any provision of
\nthis Agreement is so broad as to be unenforceable, such provision shall be
\ninterpreted to be only so broad as is enforceable.<\/p>\n SECTION 6.09 Future Registration Rights<\/u>. From and after the date of
\nthis Agreement, the Issuer shall not enter into any agreement with any holder or
\nprospective holder of any securities of the Issuer giving such holder or
\nprospective holder registration rights the terms of which are more favorable
\nthan or senior to the registration rights granted to the Shareholders hereunder
\nunless it offers corresponding registration rights to the Shareholders
\nhereunder; provided that this Section 6.09 shall not apply to any registration
\nrights granted to Parent or its Subsidiaries (or their respective successors).\n<\/p>\n 21<\/p>\n
\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
\ndate first stated above.<\/p>\n \n\n\n| \n [NEWCO] LLC<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n by<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Name:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n [ ]<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n by<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Name:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nEXHIBIT A<\/p>\n [FORM OF SHAREHOLDER JOINDER TO REGISTRATION RIGHTS AGREEMENT]\n<\/p>\n This SHAREHOLDER JOINDER AGREEMENT (this “Shareholder Joinder
\nAgreement<\/u>“) is made as of the date written below by the undersigned in
\naccordance with the Registration Rights Agreement dated as of [], 2011 (as the
\nsame may be amended from time to time, the “Registration Rights
\nAgreement<\/u>“), among [NewCo] LLC or any other Issuer joined thereto and the
\nShareholders party thereto. Capitalized terms used, but not defined, herein
\nshall have the meaning ascribed to such terms in the Registration Rights
\nAgreement.<\/p>\n SECTION 1. Acknowledgment<\/u>. The undersigned acknowledges that it is
\nbecoming a party to the Registration Rights Agreement.<\/p>\n SECTION 2. Agreement<\/u>. The undersigned (a) agrees that it shall be
\nbound by and subject to the terms of the Registration Rights Agreement as a
\n“Permitted Transferee” of a Shareholder thereto, (b) shall have all the rights
\nand obligations of a Shareholder and a Permitted Transferee thereunder as if it
\nhad executed the Registration Rights Agreement as if it were originally a party
\nthereto, and (c) hereby ratifies, as of the date hereof, and agrees to be bound
\nby, all of the terms, provisions and conditions contained in the Registration
\nRights Agreement (including, without limitation, Section 6.01 thereof).<\/p>\n Executed and dated this ___ day of ______ _________.<\/p>\n \n\n\n| \n [NAME OF JOINING SHAREHOLDER],<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n by<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Name:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n Title:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Address for Notices:<\/p>\n [Address]<\/p>\n [Fax number]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nEXHIBIT B<\/p>\n [FORM OF ISSUER JOINDER TO REGISTRATION RIGHTS
\nAGREEMENT]<\/u><\/p>\n This ISSUER JOINDER AGREEMENT (this “Issuer<\/u> Joinder
\nAgreement<\/u>“) is executed pursuant to the terms of the Registration Rights
\nAgreement, dated as of [ ], 2012, a copy of which is attached hereto and is
\nincorporated herein by reference (the “Registration Rights Agreement<\/u>“),
\nby the undersigned. By execution and delivery of this Issuer Joinder Agreement,
\nthe undersigned agrees as follows:<\/p>\n SECTION 1. Acknowledgment<\/u>. The undersigned acknowledges that it is
\nbecoming a party to the Registration Rights Agreement.<\/p>\n SECTION 2. Agreement<\/u>. The undersigned (a) agrees that it shall be
\nbound by and subject to the terms of the Registration Rights Agreement as the
\n“Issuer” and (b) shall have all the rights and obligations of the Issuer
\nthereunder as if it had executed the Registration Rights Agreement as if it were
\noriginally a party thereto, and (c) hereby ratifies, as of the date hereof, and
\nagrees to be bound by, all of the terms, provisions and conditions contained in
\nthe Registration Rights Agreement (including, without limitation, Section 6.01
\nthereof).<\/p>\n Executed and dated this ___ day of ______ _________.<\/p>\n \n\n\n| \n [NAME OF ISSUER],<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n by<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Name:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n Title:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n Address for Notices:<\/p>\n [Address]<\/p>\n [Fax number]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nEXHIBIT C<\/p>\n SHAREHOLDERS PARTY TO THE REGISTRATION RIGHTS AGREEMENT<\/p>\n For each Shareholder:<\/p>\n [Name of Shareholder]<\/p>\n [Address]<\/p>\n [Fax Number]<\/p>\n [Name of Shareholder]<\/p>\n [Address]<\/p>\n [Fax number]<\/p>\n
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