Each of the parties hereto agrees and acknowledges that all references to “AIG” in the Registration Rights Agreement shall hereafter be deemed to refer to Buyer with respect to, and only with respect to, the Shares, such that each of Buyer, with respect to the Shares, and AIG, with respect to the shares of Company Common Stock other than the Shares, shall be entitled to all of the rights of AIG under the Registration Rights Agreement; provided that, (i) if AIG shall make a Demand Registration (as defined in the Registration Rights Agreement), Buyer shall not be entitled to make a Piggyback Registration (as defined in the Registration Rights Agreement) with respect to such Demand Registration if the transaction is an underwritten block trade or bought deal and (ii) if Buyer shall make a Demand Registration, AIG shall not be entitled to make a Piggyback Registration with respect to such Demand Registration if the transaction is an underwritten block trade or bought deal.

In the event that AIG shall make a Demand Registration, and Buyer shall be entitled to exercise a Piggyback Registration with respect to such Demand Registration and shall have exercised such Piggyback Registration, then if the managing underwriter advises AIG that, in its opinion, marketing factors require a limitation on the number of shares to be underwritten in such offering because the number of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, then the number of Registrable Securities that may be included in the underwriting shall be limited and allocated as follows: (A) first, to the Registrable Securities requested to be included in such registration by AIG that can, in the opinion of such managing underwriter, be sold, without having any such adverse effect, and (B) second, to the extent all Registrable Securities requested to be included in such underwriting pursuant to the aforementioned have been included, to the Registrable Securities requested to be included in such registration by Buyer that can, in the opinion of the managing underwriter, be sold without having any such adverse effect.

In the event that Buyer shall make a Demand Registration, and AIG shall be entitled to exercise a Piggyback Registration with respect to such Demand Registration and shall have exercised such Piggyback Registration, then if the managing underwriter advises Buyer that, in its opinion, marketing factors require a limitation on the number of shares to be underwritten in such offering because the number of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, then the number of Registrable Securities that may be included in the underwriting shall be limited and allocated as follows: (A) first, to the Registrable Securities requested to be included in such registration by Buyer that can, in the opinion of such managing underwriter, be sold, without having any such adverse effect, and (B) second, to the extent all Registrable Securities requested to be included in such underwriting pursuant to the aforementioned have been included, to the Registrable Securities requested to be included in such registration by AIG that can, in the opinion of the managing underwriter, be sold without having any such adverse effect.

In the event that AIG and Buyer each exercise its right to a Piggyback Registration with respect to an underwritten offering by the Company, then if the managing underwriter advises the Company that, in its opinion, marketing factors require a limitation on the number of shares to be underwritten in such offering because the number of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, then the number of Registrable Securities that may be included in the underwriting shall be limited and allocated as follows: (A) first, to the Registrable Securities requested to be included in such registration by the Company that can, in the opinion of such managing underwriter, be sold, without having any such adverse effect, (B) second, to Argon (as defined in the Registration Rights Agreement), to the extent Argon is permitted to include securities at such time, and is entitled to priority with respect thereto, and under the terms of the Stockholders Agreement, (C) third, to AIG and Buyer on a pro rata basis to the extent all Registrable Securities requested to be included in such underwriting pursuant to the aforementioned have been included and that, to the extent in the opinion of the managing underwriter, can be sold without having any such adverse effect.

Notwithstanding anything to the contrary in the Registration Rights Agreement or this Agreement:  (i) during the first six months following the second anniversary of the Closing (the “AIG Priority Window”), if Buyer intends to make a Demand Registration during the AIG Priority Window, it shall first give AIG at least ten (10) Business Days’ prior written notice before submitting any such request, and if within ten (10) Business Days of such notice from Buyer, AIG provides written notice to both Buyer and the Company that AIG intends to make a Demand Registration during the subsequent ninety (90) days, Buyer shall not have the right to require, and the Company shall not have any obligation to effect, a Demand Registration for Buyer during such ninety (90)-day period unless and until the Company shall have completed AIG’s Demand Registration; and (ii) during the first six months following the AIG Priority Window (the “Buyer Priority Window”), if AIG intends to request a Demand Registration during the Buyer Priority Window, it shall first give Buyer at least ten (10) Business Days’ prior written notice before submitting any such request, and if within ten (10) Business Days of such notice from AIG, Buyer provides written notice to both AIG and the Company that Buyer intends to request a Demand Registration during the subsequent ninety (90) days, AIG shall not have the right to require, and the Company shall not have any obligation to effect, a Demand Registration for AIG during such ninety (90)-day period unless and until the Company shall have completed Buyer’s Demand Registration.

AIG and Buyer each agrees that it shall enter into any customary lock-up or similar agreement with the managing underwriters in connection with any Demand Registration if requested by (and subject to entry into the same form lock-up or similar agreement by the requesting party), in respect of AIG, the Company or Buyer, and in respect of Buyer, the Company or AIG.

The Company hereby approves and consents to the assignment of rights and delegation of obligations set forth in this Agreement.