AGREEMENT by and among AEP INDUSTRIES INC., THE PURCHASERS IDENTIFIED HEREIN and J. BRENDAN BARBA

TABLE OF CONTENTS

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AGREEMENT, dated as of February 4, 2005 (this “ Agreement ”), by and among AEP Industries Inc., a Delaware corporation (the “ Company ”), the Purchasers identified on the signature pages attached hereto (the “ Purchasers ”) and J. Brendan Barba (the “ Founder ”).

R E C I T A L S :

WHEREAS, pursuant to that certain Purchase and Sale Agreement, dated as of the date hereof (the “ Purchase Agreement ”), between the Purchasers and Borden Holdings, LLC, a Delaware limited liability company (“ Borden ”), Borden sold, transferred and assigned to the Purchasers, and the Purchasers purchased 2,174,268 shares (the “ Purchased Shares ”) of common stock, par value $0.01 per share (the “ Common Stock ”), of the Company;

WHEREAS, pursuant to that certain Governance Agreement, dated as of June 20, 1996, as amended on October 11, 1996 (the “ Governance Agreement ”), between Borden (as successor in interest to Borden, Inc., a New Jersey corporation) and the Company, the Company granted to Borden certain registration rights as provided therein, which registration rights relating to the Purchased Shares were assigned to the Purchasers pursuant to the transactions contemplated by the Purchase Agreement;

WHEREAS, the Company and the Purchasers desire to restate such registration rights as provided herein;

WHEREAS, the Governance Agreement has been terminated and is no longer of any force or effect;

WHEREAS, the parties hereto desire to provide for certain other matters as provided herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 .  Definitions .  In addition to the terms defined elsewhere herein, the terms below shall have the following respective meanings:

(a)           “ Affiliate ” shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.  For the purposes of this definition, “ control ” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.

(b)           “ Board of Directors ” shall mean the Board of Directors of the Company.

(c)           “ Designation Notice ” shall mean written notice from Third Point to the Company and the Founder pursuant to which Third Point shall notify the Company and the Founder of its exercise of its right to designate up to two Third Point Directors pursuant to Article II , which notice shall identify each such designee therein.

(d)           “ Director ” shall mean a director of the Company.

(e)           “ Equity Security ” shall mean any (i) Common Stock, (ii) securities of the Company convertible into or exchangeable for Common Stock, and (iii) options, warrants and other rights to acquire Common Stock.

(f)            “ Exchange Act ” shall mean the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, in each case as amended.

(g)           “ Holder ” shall mean any holder of Registrable Securities.

(h)           “ Indenture ” shall mean that certain Indenture, dated as of November 19, 1997, between the Company and The Bank of New York as trustee), as amended from time to time.

(i)            “ Noteholder Waiver ” a written waiver (or waivers), in form and substance reasonably acceptable to the Purchasers holding a majority of the shares of Common Stock then held by all of the Purchasers, from the Holders (as defined in the Indenture) of at least a majority in principal amount of the outstanding Securities (as defined in the Indenture) pursuant to and in accordance with the Indenture such that the termination of the Proxy and the beneficial ownership (within the meaning of the Indenture) by the Purchasers of the power to vote the Proxy Shares (as defined in the Proxy) would not be deemed a Change of Control (as defined in the Indenture).

(j)            “ Owns ”, “ Own ”, “ Owned ” or “ Owning ” shall mean, with respect to the Common Stock, beneficial ownership, assuming the conversion of all outstanding securities convertible into or exchangeable for shares of Common Stock and the exercise of all outstanding options, warrants and other rights to acquire shares of Common Stock, provided that, for the purposes of Article II , the Founder shall be deemed to Own the Proxy Shares.

(k)           “ Person ” shall mean any individual, partnership (general or limited), corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or other entity.

(l)            “ Proxy ” shall mean an Irrevocable Proxy to vote the Proxy Shares, in the form attached hereto as Exhibit A .

(m)          “ register ,” “ registered ” and “ registration ” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act and the declaration or ordering of effectiveness of such registration statement or document.

(n)           “ Registrable Securities ” shall mean (i) any Equity Security held by the Purchasers as of the date hereof or hereafter acquired, (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, option or other right which is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, such Equity Security, and (iii) any Common Stock issued by way of a stock split of the Equity Security referred to in clauses (i) or (ii) above.  For purposes of this Agreement, any Registrable Securities shall cease to be Registrable Securities when

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(w) a registration statement covering such Registrable Securities has been declared effective and such Registrable Securities have been disposed of pursuant to such effective registration statement, (x) such Registrable Securities shall have been distributed pursuant to Rule 144 (or any similar provision then in effect) under the Securities Act, (y) such Registrable Securities are sold by a Person in a transaction in which the rights under the provisions of this Agreement are not assigned, or (z) such Registrable Securities shall cease to be outstanding.

(o)           “ Release ” shall mean a Limited Release and Waiver, in the form attached hereto as Exhibit B .

(p)           “ Repayment ” shall mean the indefeasible payment in full, via the Company’s consummation of a refinancing or otherwise, of all of the outstanding indebtedness under the Securities (as defined in the Indenture).

(q)           “ SEC ” shall mean the Securities and Exchange Commission.

(r)            “ Securities Act ” shall mean the Securities Act of 1933, and the rules and regulations promulgated thereunder, in each case as amended.

(s)           “ Third Point ” shall mean, collectively, Third Point Partners Qualified L.P., Third Point Partners L.P., Third Point Offshore Fund, Ltd., Points West International Investments Ltd., Banzai Partners L.P. and Banzai Offshore Fund, Ltd. and there respective Affiliates, successors and assigns.

(t)            “ Third Point Director ” shall mean any Director who is designated for such position by Third Point in accordance with Section 2.1 or 2.2 .

(u)           “ Third Point Representative ” shall mean Third Point LLC (or its designee), which has been appointed by Third Point to act on its behalf with respect to certain matters under this Agreement as provided herein.

ARTICLE II

BOARD OF DIRECTORS

SECTION 2.1 .  Nomination of Third Point Directors .

(a)           Subject to the Certificate of Incorporation and By-Laws of the Company, as amended and in effect from time to time (but without limiting the provisions of Section 2.4), and subject to applicable law and stock exchange and securities market rules, so long as Third Point Owns, in the aggregate, not less than 7.5% of the then outstanding shares of Common Stock, promptly after the receipt by the Company and the Founder of a Designation Notice, each of the Company and the Founder shall take all necessary and desirable actions within its control (including, without limitation, calling and holding special meetings of the Board of Directors and voting all shares of Common Stock Owned thereby at a meeting, or by written consent, of the Company’s stockholders) to appoint and elect (or cause to be appointed and elected) as a Director or

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Directors, (i) in the event that Third Point Owns, in the aggregate, 15% or more of the then outstanding shares of Common Stock, up to two Third Point Directors identified in such Designation Notice, or (ii) in the event that Third Point Owns less than 15% but 7.5% or more of the then outstanding shares of Common Stock, one Third Point Director, in each case within 30 days after such receipt of such Designation Notice.

(b)           In the event that Third Point’s interest is such that there are more Third Point Directors than Third Point has the right to designate pursuant to this Section 2.1 or Section 2.2, Third Point, shall promptly cause to resign, and take all other action reasonably necessary to cause the prompt removal of, that number of Third Point Directors as may be required to make the remaining number of Third Point Directors conform with the provisions of this Section 2.1 or Section 2.2, as the case may be.

(c)           No individual who is an officer, director, partner or stockholder of any competitor of the Company or any of its subsidiaries (other than a stockholder which owns less than 5% of the voting stock or power of a competitor which is a publicly-traded company) shall serve as a Third Point Director.

(d)           Each Person designated as a nominee for Director by Third Point pursuant to Section 2.1 or 2.2 shall be nominated for such position by the Nominating Committee unless the Nominating Committee, in the execution of its fiduciary duties, shall reasonably determine such designee is not qualified to serve on the Board of Directors.  If the Nominating Committee shall reasonably determine that such designee is not so qualified, Third Point shall have the opportunity to specify one or more additional designees who shall become nominees subject to the qualification set forth in the immediately preceding sentence.

SECTION 2.2 .  Replacement Directors .  Subject to the Certificate of Incorporation and By-Laws of the Company, as amended and in effect from time to time (but without limiting the provisions of Section 2.4 ), and subject to Section 2.1 , applicable law and stock exchange and securities market rules, so long as Third Point Owns, in the aggregate, not less than 7.5% of the then outstanding shares of Common Stock, (a) in the event that any Third Point Director is unable to serve, or once having commenced to serve, is removed or withdraws or resigns from the Board of Directors, such Third Point Director’s replacement (a “ Substitute Third Point Director ”) shall be nominated and designated by Third Point, and (b) each of the Company and the Founder shall take all necessary and desirable actions within its control (including, without limitation, calling and holding special meetings of the Board of Directors and voting all shares of Common Stock Owned thereby at a meeting, or by written consent, of the Company’s stockholders) (i) to appoint and elect (or cause to be appointed and elected) as a Director such Substitute Third Point Director promptly (but not more than 30 days) following his or her nomination by Third Point pursuant to this Section 2.2 , or (ii) promptly (but not more than 30 days) following the written request of Third Point, to remove, with or without cause, any relevant Third Point Director.

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SECTION 2.3 .  Solicitation and Voting of Shares .

(a)           The Company shall use its best efforts to solicit from the stockholders of the Company eligible to vote for the election of Directors proxies in favor of the nominees designated in accordance with Sections 2.1 and 2.2 (as applicable).

(b)           In any election of Directors or at any meeting of the stockholders of the Company called expressly for the purpose of removing one or more Directors, Third Point will vote all shares of Common Stock Owned by it for all nominees for such election or removal in proportion to the votes cast by the other holders of shares of Common Stock voting thereon; provided , however , that Third Point may cast any or all of its votes in respect of the Common Stock Owned by it, in its sole and absolute discretion, (i) in favor of any nominee for election or removal as Director designated by Third Point pursuant to Section 2.1 or 2.2 (as applicable) and (ii) in connection with any election contest to which Rule 14a-11 under the Exchange Act applies.  For the avoidance of doubt, in all other matters submitted to a vote of the Company’s stockholders, Third Point may vote any or all shares of Common Stock Owned by it in its sole and absolute discretion.

SECTION 2.4 .  Committees .  Subject to applicable law and stock exchange and securities market rules, one Third Point Director shall have the right to participate on and be a member of any committee (including, without limitation, the Compensation Committee, Audit Committee and any similar committee) of the Board of Directors, so long as Third Point is entitled to designate a Third Point Director pursuant to Section 2.1 and 2.2.

SECTION 2.5 .  Certificate of Incorporation and By-Laws .  The Company shall take or cause to be taken all lawful action necessary to ensure at all times that the Company’s Certificate of Incorporation and By-Laws (in each case as amended and in effect from time to time) are not, at any time, inconsistent with the provisions of this Agreement.  In furtherance of the foregoing, so long as Third Point shall have the right to designate the Third Point Directors pursuant to Section 2.1 and 2.2 , the Company agrees to submit to its stockholders, at a duly held meeting of stockholders or pursuant to a written consent of stockholders (and the Founder agrees to vote all shares of Common Stock Owned by him in favor of) such amendments to such Certificate of Incorporation and By-Laws (as applicable) as may be necessary or desirable from time to time to eliminate any such inconsistency with any provision of this Agreement contained therein.

SECTION 2.6 .  Injunctive Relief .  The parties hereto hereby agree that it is impossible to measure in money the damages which will accrue to Third Point by reason of the failure of or breach by any of the Company or the Founder to perform any of its obligations set forth in this Article II .  Accordingly, in the event of any such failure or breach, in addition to any other remedy at law or in equity that Third Point may have available to it, Third Point shall have the right to specific performance of such obligations, and if Third Point shall institute any action or proceeding to enforce the provisions of this Article II , each of the Company and the Founder hereby waives any claim or defense that it may have that an adequate remedy at law is available.

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ARTICLE III

REGISTRATION RIGHTS

SECTION 3.1 .  Notice of Proposed Transfer .  Prior to any proposed transfer of any Registrable Securities (other than under the circumstances described in Section 3.2 , 3.3 or 3.4 ), the Holder thereof shall give written notice to the Company of its intention to effect such transfer.  Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel (which counsel shall be reasonably satisfactory to the Company) to the effect that the proposed transfer does not violate the terms of this Agreement and that the proposed transfer may be effected without registration under the Securities Act, whereupon the Holder of such security shall be entitled to transfer such security in accordance with the terms of its notice; provided , however , that no such opinion of counsel shall be required for a transfer to an Affiliate of such Holder.  Each certificate for Registrable Securities transferred as above provided shall bear the legend set forth in Section 5.1 , except that such certificate shall not bear such legend if (a) such transfer is in accordance with the provisions of Rule 144 or Rule 144A (or any other rule permitting public sale without registration) under the Securities Act or (b) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act.  The restrictions provided for in his Section 3.1 shall not apply to securities that are not required to bear the legend prescribed by Section 5.1 in accordance with the provisions of that Section.

SECTION 3.2 .  Request for Registration .

(a)           At any time, and from time to time, from and after the date hereof, the Holders of at least 25% of the then outstanding Registrable Securities (the “ Initiating Holders ”) may request in a written notice that the Company file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of any or all Registrable Securities held by such Initiating Holders in the manner specified in such notice.  Following receipt of any notice under this Section 3.2 , the Company shall (i) within ten days notify all other Holders of such request in writing and (ii) thereupon will, as expeditiously as possible, use its best efforts to cause to be registered under the Securities Act all Registrable Securities that the Initiating Holders and such other Holders have, within ten days after the Company has given such notice, requested be registered in accordance with the manner of disposition specified in such notice by the Initiating Holders.

(b)           If the Initiating Holders intend to have the Registrable Securities distributed by means of an underwritten offering, the Company shall include such information in the written notice referred to in clause (i) of Section 3.2(a) .  In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holders to the extent provided below.  All Holders proposing to distribute Registrable

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Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters.  Such underwriter or underwriters shall be selected by the Initiating Holders holding a majority of Registrable Securities then held by the Initiating Holders and shall be approved by the Company, which approval shall not be unreasonably withheld or delayed.  No Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, the Registrable Securities of such Holder and such Holder’s intended method of distribution and any other representations required by law or reasonably required by the underwriter.  If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect to withdraw all its Registrable Securities by written notice to the Company, the managing underwriter and the Initiating Holders.  The securities so withdrawn also shall be withdrawn from registration.

(c)           Notwithstanding any provision of this Agreement to the contrary, the Company shall not be required to effect a registration pursuant to this Section 3.2 during the period starting with the date of filing by the Company of, and ending on a date not more than 180 days following the effective date of, (i) any registration statement requested under Section 3.2(a) or 3.4 or (ii) a registration statement pertaining to a public offering of securities for the account of the Company or on behalf of the selling stockholders under any other registration rights agreement, in each case which the Holders have been entitled to join pursuant to Section 3.3 ; provided that (x) the Company shall actively employ in good faith all reasonable efforts to cause any such registration statement referred to in clause (i) or (ii) above to become effective as soon as possible and (y) with respect to any such registration statement involving an underwritten offering, the up to 180 day period referred to above may be reduced or waived in the discretion of the managing underwriter for such offering.

(d)           A registration requested pursuant to this Section 3.2 shall not be deemed to have been effected pursuant this Section 3.2 for purposes of Section 3.7 unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 3.5(a) , and (iii) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other requirement of the SEC prompted by any act or omission of Holders of Registrable Securities).

(e)           Subject to the following sentence, if a requested registration pursuant to this Section 3.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number that can be sold in such offering at a price reasonably related to the then current market value of such securities, the Company will include in such registration only the Registrable Securities requested to be included in such registration.  In the event that the number of Registrable Securities requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, may be sold at a price reasonably related to the then current market value of such securities, the number of such Registrable Securities to be included in such

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registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares hereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner).  In the event that the number of Registrable Securities requested to be included in such  registration is less than the number which, in the opinion of the managing underwriter, may be sold at a price reasonably related to the then current market value of such securities, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of the managing underwriter, may be sold at a price reasonably related to the then current market value of such securities.  The Company will not include in any requested registration pursuant to this Section 3.2 any securities which are not Registrable Securities (other than securities of the Company) without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration.

(f)            If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued due to a valid need not to disclose confidential information or because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company (collectively, a “ Valid Business Reason ”), the Company may postpone filing a registration statement relating to a request for registration under this Section 3.2 until such Valid Business Reason no longer exists, but in no event for more than three months from the date of the notice referred to below, and, in case any such registration statement has been filed the Company may, with respect to a registration effected pursuant to this Section 3.2 , cause such registration statement to be withdrawn and its effectiveness terminated or may, with respect to a registration effected pursuant to this Section 3.2 or Section 3.4 , postpone amending or supplementing such registration statement; and the Company shall give written notice (a “ Delay Notice ”) of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof.  Upon the request of any holder of Registrable Securities included or to be included in any such registration statement, the Company will disclose to such holder the nature of such Valid Business Reason in reasonable detail provided , that such holder executes a confidentiality agreement reasonably satisfactory to the Company; provided , further , that any such confidentiality agreement shall terminate upon the public disclosure of such Valid Business Reason.  Notwithstanding the foregoing provisions of this Section 3.2(f) , no registration statement filed and subsequently withdrawn by reason of any existing or anticipated Valid Business Reason as hereinabove provided shall count as one of the three registration statements effected pursuant to this Section 3.2 or Section 3.4 for purposes of Section 3.7 and the Company shall be entitled to serve only one Delay Notice (i) within any period of 270 consecutive days, if such Delay Notice relates to a request under Section 3.2(a) (or 180 consecutive days, if such Delay Notice relates to a request under Section 3.4 ) or (ii) with respect to any two consecutive registrations requested pursuant to this Section 3.2 or Section 3.4 .

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SECTION 3.3 .  Incidental Registration .  Subject to Section 3.8 , if at any time the Company determines that it shall file a registration statement under the Securities Act (other than a registration statement on a Form S-4 or S-8 or any successor or similar forms) on any form that also would permit the registration of the Registrable Securities and such filing to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, the Company shall each such time promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 30 days from the date of such notice, and advising each Holder of its right to have Registrable Securities included in such registration.  Upon the written request of any Holder received by the Company no later than 15 days after the date of the Company’s notice, the Company shall use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has so requested to be registered; provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses (as hereinafter defined) in connection therewith), without prejudice, however, to the rights of any Holder to request such registration to be effected as a registration under Section 3.2 .  If, in the written opinion of the managing underwriter (or, in the case of a non-underwritten offering, in the written opinion of the Company), the total amount of such securities to be so registered, including such Registrable Securities, will exceed the maximum amount of the Company’s securities that can be marketed at a price reasonably related to the then current market value of such securities, then the Company shall include in such registration (i) first, all the securities the Company proposes to sell for its own account or is required to register on behalf of any third party exercising rights similar to those granted in Section 3.2(a) and without having the adverse effect referred to above, and (ii) second, to the extent that the number of securities which the Company proposes to sell for its own account pursuant to this Section 3.3 or is required to register on behalf of any third party exercising rights similar to those granted in Section 3.2(a) is less than the number of equity securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, all Registrable Securities requested to be included in such registration by the Holders pursuant to this Section 3.3 and all shares of Common Stock requested to be included by third parties exercising the rights similar to those granted in this Section 3.3 ; provided that if the number of Registrable Securities and other shares of Common Stock requested to be included in such registration by the Holders pursuant to this Section 3.3 and third parties exercising rights similar to those granted in this Section 3.3 , together with the number of securities to be included in such registration pursuant to clause (i) of this Section 3.3 , exceeds the number which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of such Registrable Securities requested to be included in such registration by the Holders pursuant to this Section 3.3 shall be limited to such extent and shall be allocated pro rata among all such requesting Holders and third parties exercising rights similar to those granted in this Section 6.4 on the basis of the relative number of Registrable Securities each such Holder has requested to be included in such registration and the

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number of shares of Common Stock requested to be included in such registration by such third parties.

SECTION 3.4 .  Registration on Form S-3 .  If at any time (a) any Holder requests  in writing that the Company file a registration statement on Form S-3 or any successor thereto for a public offering of all or any portion of the Registrable Securities held by such requesting Holder and (b) the Company is a registrant entitled to use Form S-3 or any successor thereto, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public sale in accordance with the method of disposition specified in such request, including, without limitation, pursuant to Rule 415 under the Securities Act, the Registrable Securities specified in such request.  Whenever the Company is required by this Section 3.4 to use its best efforts to effect the registration of Registrable Securities, each of the limitations, procedures and requirements of Sections 3.2(b) , (c) , (e) and (f) (including, but not limited to, the requirement that the Company notify all Holders from whom a request has not been received and provide them with the opportunity to participate in the offering) shall apply to such registration.

SECTION 3.5 .  Obligations of the Company .  Whenever required under Section 3.2 or 3.4 to use its best efforts to effect the registration of any Registrable Securities, the Company shall, as expeditiously as possible:

(a)           prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby determined as provided hereafter;

(b)           prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement, and furnish to the Holders of the Registrable Securities copies of any such amendments and supplements prior to their being used or filed with the SEC;

(c)           furnish to the Holders such numbers of copies of the registration statement and the prospectus included therein (including each preliminary prospectus and any amendments or supplements thereto in conformity with the requirements of the Securities Act) and such other documents and information as they may reasonably request and make available for inspection by the parties referred to in Section 3.5(d) such financial and other information and books and records of the Company, and cause the officers, directors, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act;

(d)           provide (i) the Holders of the Registrable Securities to be included in such registration statement, (ii) the underwriters (which term, for purposes of this Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(11)

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of the Securities Act), if any, thereof, (iii) the sales or placement agent, if any, therefor, (iv) counsel for such underwriters or agent, and (v) not more than one counsel for all the Holders of such Registrable Securities the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the SEC, and each amendment or supplement thereto;

(e)           use its best efforts to register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico as shall be reasonably appropriate for the distribution of the Registrable Securities covered by the registration statement; provided , however , that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this Section 3.5(e) be obligated to do so; and provided , further , that the Company shall not be required to qualify such Registrable Securities in any jurisdiction in which the securities regulatory authority requires that any Holder submit its Registrable Securities to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Securities in such jurisdiction unless such Holder agrees to do so;

(f)            promptly notify the selling Holders of Registrable Securities, the sales or placement agent, if any, therefor and the managing underwriter or underwriters, if any, thereof and confirm such advice in writing, (i) when such registration statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any comments by the SEC or by any Blue Sky or securities commissioner or regulator of any state with respect thereto or any request by the SEC for amendments or supplements to such registration statement or prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (iv) if at any time the representations and warranties of the Company contained in any underwriting agreement or other customary agreement cease to be true and correct in all material respects or (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(g)           use its best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date;

(h)           promptly notify each Holder for whom such Registrable Securities are covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make, in light of the circumstances under which they

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were made, the statements therein not misleading, and at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make, in light of the circumstances under which they were made, the statements therein not misleading;

(i)            furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to Section 3.2 or 3.4 , if the method of distribution is by means of an underwriting, on the date that the Registrable Securities are delivered to the underwriters for sale pursuant to such registration, or if such Registrable Securities are not being sold through underwriters, on the date that the registration statement with respect to such Registrable Securities becomes effective, (1) a signed opinion, dated such date, of the independent legal counsel representing the Company for the purpose of such registration, addressed to the underwriters, if any, and if such Registrable Securities are not being sold through underwriters, then to the Holders making such request, as to such matters as such underwriters or the Holders holding a majority of the Registrable Securities included in such registration, as the case may be, may reasonably request and as would be customary in such a transaction; and (2) letters dated such date and the date the offering is priced from the independent certified public accountants of the Company, addressed to the underwriters, if any, and if such Registrable Securities are not being sold through underwriters, then to the Holders making such request and, if such accountants refuse to deliver such letters to such Holders, then to the Company (i) stating that they are independent certified public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and (ii) covering such other financial matters (including information as to the period ending not more than five (5) business days pr