REGISTRATION RIGHTS AGREEMENT

Exhibit 4.5

REGISTRATION RIGHTS AGREEMENT

and

MONEYGRAM INTERNATIONAL, INC.

Dated as of March 25, 2008

TABLE OF CONTENTS

						Page
ARTICLE I		DEFINITIONS					1
		Section 1.1.		Certain Defined Terms			1
		Section 1.2.		Terms Generally			4
ARTICLE II		REGISTRATION RIGHTS					4
		Section 2.1.		Demand Registrations			4
		Section 2.2.		Piggyback Registrations			7
		Section 2.3.		Lock-Up Agreements			9
		Section 2.4.		Registration Procedures			9
		Section 2.5.		Rule 144			15
		Section 2.6.		Certain Additional Agreements			15
		Section 2.7.		Indemnification			16
		Section 2.8.		Rule 144; Rule 144A			19
		Section 2.9.		Underwritten Registrations			20
		Section 2.10.		Registration Expenses			20
ARTICLE III		MISCELLANEOUS					21
		Section 3.1.		Other Activities; Nature of Holder Obligations			21
		Section 3.2.		Adjustments Affecting Registrable Securities			21
		Section 3.3.		Other Registration Rights Agreements			21
		Section 3.4.		Conflicting Agreements			22
		Section 3.5.		Termination			22
		Section 3.6.		Amendment and Waiver			22
		Section 3.7.		Severability			22
		Section 3.8.		Entire Agreement			22
		Section 3.9.		Successors and Assigns			22
		Section 3.10.		Counterparts; Execution by Facsimile Signature			23
		Section 3.11.		Remedies			23
		Section 3.12.		Notices			23
		Section 3.13.		Governing Law; Consent to Jurisdiction			24

-i-

Index of Principal Terms

Defined Term		Page(s)
Action			1
Affiliate			1
Agreement			1
automatic shelf registration statement			15
Beneficially Own			2
Business Day			1
Common Stock			2
Company		Recitals
Company Indemnitees			18
Demand Notice			5
Demand Registration			5
Demand Registration Statement			5
Exchange Act			2
Governmental Entity			2
GS Group Investor			2
GS Investors			2
GS Representative			2
Holder Indemnitees			17
Holders			2
Holders’ Representative			2
Holding Period			2
indemnified party			18
indemnifying party			18
Investor		Recitals
Issuer Free Writing Prospectus			2
Law			2
Losses			17
Other Securities			2
Partnership Distribution			5
Person			2
Piggyback Notice			8
Piggyback Registration			8
Prospectus			3
Purchase Agreement		Recitals
Registrable Securities			3
Registration Statement			3
Rule 144			3
Rule 144A			3
SEC			3
Securities Act			3
Selling Holder			4
Series B Preferred Shares		Recitals

-ii-

Defined Term		Page(s)
Series D Preferred Shares			3
Subscription Agreement			Recitals
Subsidiary			4
THL Investors			3
THL Representative			4
Transfer			4
Transferee			4
WKSI			15

-iii-

REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT dated as of March 25, 2008, by and among MoneyGram International, Inc., a Delaware corporation (the “ Company ” ), and the several investors listed on Schedule I hereto (such investors are sometimes referred to individually as an “ Investor ” and collectively as the “ Investors ”).

     WHEREAS, the Company, the THL Investors and the GS Investors (each as defined below) have entered into the Amended and Restated Purchase Agreement, dated as of March 17, 2008 (as amended, supplemented, restated or otherwise modified from time to time, the “ Purchase Agreement ” ), pursuant to and subject to the terms and conditions of which, among other things, the Company has agreed to sell to the THL Investors and the GS Investors and the THL Investors and GS Investors have agreed to purchase from the Company shares of the Company’s Series B Participating Convertible Preferred Stock and Series B-1 Preferred Stock (collectively, the “ Series B Preferred Shares ”).

     WHEREAS, the Company has issued to the GS Group Investor shares of the Company’s Series B-1 Participating Convertible Preferred Stock pursuant to that certain Subscription Agreement, dated March 25, 2008, by and between the Company and the GS Group Investor (the “Subscription Agreement”).

     WHEREAS, pursuant to the Purchase Agreement, the Company has agreed to provide to the THL Investors and the GS Investors certain rights as set forth herein, and pursuant to the Subscription Agreement, the Company has agreed to provide to the GS Group Investor certain rights as set forth herein.

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.1. Certain Defined Terms . As used herein, the following terms shall have the following meanings:

      “ Action ” means any legal, administrative, regulatory or other suit, action, claim, audit, assessment, arbitration or other proceeding, investigation or inquiry.

      “ Affiliate ” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such Person. For purposes of this definition, “control” when used with respect to any Person, means the possession, directly or indirectly, of the power to cause the direction of management and/or policies of such Person, whether through the ownership of voting securities by contract or otherwise.

      “ Agreement ” means this Registration Rights Agreement as it may be amended, supplemented, restated or modified from time to time.

      “ Beneficial Ownership ” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the SEC under the Exchange Act. The term “ Beneficially Own ” shall have a correlative meaning.

      “ Business Day ” means any day, other than a Saturday, Sunday or a day on which banking institutions in New York, New York are authorized or obligated to close.

     “ Common Stock ” means the common stock of the Company, par value $0.01 per share.

      “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC from time to time thereunder.

      “ Governmental Entity ” shall mean any court, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign and any applicable industry self-regulatory organization.

      “ GS Investors ” means the investors listed under the heading “GS Investors” on Schedule I.

      “ GS Representative ” means Bradley Gross or any or any other person designated by the GS Investors and the GS Group Investor, in lieu of Bradley Gross, as GS Representative.

      “ Holders ” means any Investor and any permitted Transferee of Registrable Securities.

      “ Holders’ Representative ” means Tom Hagerty or any or any other Holder designated by Tom Hagerty, in lieu of Tom Hagerty, as the Holders’ Representative.

     “ Holding Period ” means the period from the date of this Agreement until January 1, 2009.

      “ Issuer Free Writing Prospectus ” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of the Registrable Securities.

      “ Law ” means any statute, law, code, ordinance, rule or regulation of any Governmental Entity.

      “ GS Group Investor ” means the investor listed under the heading “GS Group Investor” on Schedule I.

      “ Other Securities ” means shares of equity securities of the Company other than Registrable Securities.

      “ Person ” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivisions thereof or any group (within the meaning of Section 13(d)(3) of the Exchange Act) comprised of two or more of the foregoing.

      “ Prospectus ” means the prospectus included in any Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, any Issuer Free Writing Prospectus related thereto, and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

      “ Registrable Securities ” means (i) all shares of Common Stock acquired by any Investor and its Affiliates on, and from and after, the date of this Agreement, (ii) the Series B Preferred Shares, (iii) Series D Preferred Shares issued upon conversion of Series B Preferred Shares, (iv) shares of Common Stock issued upon conversion of Series B Preferred Shares or Series D Preferred Shares, and (v) any securities issued directly or indirectly with respect to such shares described in clauses (i), (ii), (iii) or (iv) because of stock splits, stock dividends, reclassifications, recapitalizations, mergers, consolidations, or similar events. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement or (ii) such securities shall have been sold to the public pursuant to Rule 144 (or any successor provision) under the Securities Act.

      “ Registration Statement ” means any registration statement of the Company under the Securities Act which permits the public offering of any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

      “ Rule 144 ” means Rule 144 under the Securities Act, as such rule may be amended from time to time, or any successor rule that may be promulgated by the SEC.

      “ Rule 144A ” means Rule 144A under the Securities Act, as such rule may be amended from time to time, or any successor rule that may be promulgated by the SEC.

      “ SEC ” means the United States Securities and Exchange Commission.

      “ Securities Act ” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC from time to time thereunder.

      “ Selling Holder ” means each Holder of Registrable Securities included in a registration pursuant to Article II.

     “ Series D Preferred Shares ” means the Series D Participating Convertible Preferred Stock of the Company, par value $0.01 per share.

      “ Subsidiary ” of any Person shall mean those corporations and other entities of which such Person owns or controls more than 50% of the outstanding equity securities either directly or through an unbroken chain of entities as to each of which more than 50% of the outstanding equity securities is owned directly or indirectly by its parent; provided, however, that there shall not be included any such entity to the extent that the equity securities of such entity were acquired in satisfaction of a debt previously contracted in good faith or are owned or controlled in a bona fide fiduciary capacity.

      “ THL Investors ” means the investors listed under the heading “THL Investors” on Schedule I.

      “ THL Representative ” means Tom Hagerty or any or any other person designated by Tom Hagerty, in lieu of Tom Hagerty, as THL Representative.

      “ Transfer ” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition.

      “ Transferee ” means any of (i) the transferee of all or any portion of the Registrable Securities held by any Investor or (ii) the subsequent transferee of all or any portion of the Registrable Securities held by any Transferee; provided , that no Transferee shall be entitled to any benefits of a Transferee hereunder unless such Transferee executes and delivers to the Company an instrument substantially in the form provided as Exhibit A attached hereto.

     Section 1.2. Terms Generally . The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, unless the context expressly provides otherwise. All references herein to Sections, paragraphs, subparagraphs, clauses, Exhibits or Schedules shall be deemed references to Sections, paragraphs, subparagraphs or clauses of, or Exhibits or Schedules to this Agreement, unless the context requires otherwise. Unless otherwise expressly defined, terms defined in this Agreement have the same meanings when used in any Exhibit or Schedule hereto. Unless otherwise specified, the words “this Agreement”, “herein”, “hereof”, “hereto” and “hereunder” and other words of similar import refer to this Agreement as a whole (including the Schedules and Exhibits) and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. Unless expressly stated otherwise, any Law defined or referred to herein means such Law as from time to time amended, modified or supplemented, including by succession of comparable successor Laws and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

ARTICLE II

REGISTRATION RIGHTS

     Section 2.1. Demand Registrations .

     (a) At any time and from time to time following the last day of the Holding Period, the Holders’ Representative shall have the right by delivering a written notice to the Company (a “ Demand Notice ” ) to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by Holders and requested by such Demand Notice to be so registered (a “ Demand Registration ” ); provided , however , that in respect of four out of the five Demand Registrations to which the Holders are entitled under this Agreement, a Demand Notice may only be made if the amount of Registrable Securities requested to be registered by the Holders’ Representative is reasonably expected to generate aggregate gross proceeds (prior to

deducting underwriting discounts and commissions and offering expenses) of at least $50 million. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities, including any distribution to, and resale by, any partners of a Holder (a “ Partner Distribution ” ). As promptly as practicable, but no later than 7 Business Days after receipt of a Demand Notice, the Company shall give written notice of such Demand Notice to all Holders of record of Registrable Securities.

     (b) Following receipt of a Demand Notice, the Company shall use its reasonable best efforts to file, as promptly as reasonably practicable, but not later than 30 days after receipt by the Company of such Demand Notice (subject to paragraph (f) of this Section 2.1), a Registration Statement (including, without limitation, on Form S-3 (or any comparable or successor form or forms or any similar short-form registration) by means of a shelf registration pursuant to Rule 415 under the Securities Act, if so requested and the Company is then eligible to use such a registration and if there is no then-currently effective shelf registration statement on file with the SEC which would cover all the Registrable Securities requested to be registered) (a “ Demand Registration Statement ” ) relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders’ Representative and any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Selling Holder) within 20 days after the receipt of the Demand Notice (or 10 days if, at the request of the Holders’ Representative, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3), in accordance with the method or methods of disposition of the applicable Registrable Securities elected by such Holders (including a Partner Distribution), and the Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Company shall, at the request of any Holder seeking to effect a Partner Distribution, use its reasonable best efforts to file a Prospectus supplement or one or more post-effective amendments and otherwise take action necessary to include therein all disclosure and language deemed necessary or advisable by such Holder if such disclosure or language was not included in the initial Registration Statement, or revise such disclosure or language if deemed necessary or advisable by such Holder, to effect such Partner Distribution; provided that no language shall be included that the Company’s counsel considers misleading, inaccurate or otherwise inappropriate for inclusion in such document.

     (c) If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) of such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the amount, price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows:

          (i) first, the Registrable Securities for which inclusion in such demand offering was requested by an Investor or its Affiliates, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder;

          (ii) second, the Registrable Securities for which inclusion in such demand offering was requested by the other Holders, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder; and

          (iii) third, among any holders of Other Securities, pro rata, based on the number of Other Securities Beneficially Owned by each such holder.

     (d) The Holders collectively shall be entitled to request no more than five Demand Registrations on the Company, and in no event shall the Company be required to effect more than one Demand Registration in any nine month period.

     (e) In the event of a Demand Registration, the Company shall be required to maintain the continuous effectiveness of the applicable Registration Statement for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided , however , that nothing in this Section 2.1(e) is intended to limit the Company’s obligations to maintain the continuous effectiveness of Short Form Registrations in accordance with the provisions of Section 2.1(i).

     (f) The Company shall be entitled to postpone (but not more than once in any six-month period), for a reasonable period of time not in excess of 75 days (and not for periods exceeding, in the aggregate, 100 days during any twelve-month period), the filing or initial effectiveness of a Demand Registration Statement if the Company delivers to the Holders’ Representative a certificate signed by both the Chief Executive Officer and Chief Financial Officer of the Company certifying that, in the good faith judgment of the Board of Directors of the Company, such registration, offering or use would reasonably be expected to materially adversely affect or materially interfere with any bona fide and reasonably imminent material financing of the Company or any reasonably imminent material transaction under consideration by the Company or would require the disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company.

     (g) The Holders’ Representative shall have the right to notify the Company that it has determined that the Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw such Registration Statement.

     (h) No request for registration will count for the purposes of the limitations in Section 2.1(c) if (A) the Holders’ Representative determines in good faith to withdraw the proposed registration prior to the effectiveness of the Registration Statement relating to such request due to marketing conditions or regulatory reasons relating to the Company, (B) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than by reason of the applicable Holders having refused to proceed or a misrepresentation or an omission by the

applicable Holders), (C) prior to the sale or distribution of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity or court, or (D) the conditions to closing specified in any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the one or more Holders). Notwithstanding anything to the contrary, the Company will pay all expenses (in accordance with Section 2.9) in connection with any request for registration pursuant to this Agreement regardless of whether or not such request counts toward the limitation set forth above.

     (i) Subject to Section 2.5, in addition to the Demand Registrations provided pursuant to this Section 2.1, at all times following the last day of the Holding Period, the Company will use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (including pursuant to Rule 415 under the Securities Act) ( “ Short-Form Registration ” ) and such Short-Form Registration shall promptly following the last day of the Holding Period be filed by the Company and constitute a shelf registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 under the Securities Act, to permit the distribution of the Registrable Securities in accordance with the methods of distribution elected by the Holders. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration. Upon filing a Short-Form Registration, the Company will use its reasonable best efforts to keep such Short-Form Registration effective with the SEC at all times (notwithstanding anything to the contrary in Section 2.1(d)) and to refile such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down by amending or supplementing the prospectus statement related to such Short-Form Registration as may reasonably be requested by the Holders’ Representative or as otherwise required, until the Holders no longer hold Registrable Securities.

     Section 2.2. Piggyback Registrations . (a) If, at any time following the last day of the Holding Period, the Company (other than pursuant to Section 2.1) proposes or is required to file a registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities, whether or not for sale for its own account (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan or (iii) pursuant to a Demand Registration in accordance with Section 2.1 hereof), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice of such proposed filing at least 30 days before the anticipated filing date (the “ Piggyback Notice ” ) to the Holders. The Piggyback Notice shall offer the Holders the opportunity to include in such registration statement the number of Registrable Securities as they may request (a “ Piggyback Registration ” ). Subject to Section 2.2(b) hereof, the Company shall use its reasonable best efforts to include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received from any Holder written requests for inclusion therein within 15 days following receipt of any Piggyback Notice by such Holder, which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof. The Holders shall be permitted to withdraw all or part of the Registrable

Securities from a Piggyback Registration at any time at least 2 Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company shall be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. There is no limitation on the number of Piggyback Registrations pursuant to this Section 2.2 which the Company is obligated to effect. No Piggyback Registration shall count towards registrations required under Section 2.1.

     (b) If any of the securities to be registered pursuant to the registration giving rise to the Holders’ rights under this Section 2.2 are to be sold in an underwritten offering, the Holders shall be permitted to include all Registrable Securities requested to be included in such registration in such offering on the same terms and conditions as any Other Securities included therein; provided , however , that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows:

          (i) first, all Other Securities being sold by the Company or by any Person (other than a Holder) exercising a contractual right to demand registration;

          (ii) second, all Registrable Securities requested to be included by the Holders, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder; and

          (iii) third, among any other holders of Other Securities requesting such registration, pro rata, based on the number of Other Securities Beneficially Owned by each such holder of Other Securities.

     (c) The Company shall, at the request of any Holder seeking to effect a Partner Distribution, use its reasonable best efforts to file any Prospectus supplement or post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Holder if such disclosure or language was not included in the initial registration statement, or revise such disclosure or language if deemed necessary or advisable by such Holder, to effect such Partner Distribution; provided that no language shall be included that the Company’s counsel considers misleading, inaccurate or otherwise inappropriate for inclusion in such document.

     Section 2.3. Lock-Up Agreements .

     (a) Each Holder agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to this Article II in which such Holder has elected to include Registrable Securities, if requested (pursuant to a written notice) by the managing underwriter(s) not to effect any public sale or distribution of any common equity securities of the Company (or securities convertible into or exchangeable or exercisable for such common equity securities) (except as part of such underwritten offering) during the period commencing not earlier than 7 days prior to and continuing for not more than 90 days (or such shorter period as the managing underwriter(s) may permit) after the effective date of the related Registration Statement (or a Prospectus supplement if the offering is made pursuant to a “shelf” registration) pursuant to which such underwritten offering shall be made; provided , that such Holders shall only be so bound so long as and to the extent that each other stockholder having registration rights with respect to the securities of the Company is similarly bound, and provided further that a request under this Section 2.3(a) shall not be effective more than once in any twelve-month period.

     (b) With respect to each underwritten offering of Registrable Securities covered by a registration pursuant to Section 2.1, the Company agrees not to effect any public sale or distribution, or to file any registration statement (other than (x) any such registration statement required under Section 2.1 or (y) a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto or (ii) filed solely in connection with any employee benefit or dividend reinvestment plan) covering any of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period commencing not earlier than 7 days prior to and continuing for not more than 90 days (or such shorter period as the managing underwriter(s) may permit) after the effective date of the related registration statement (or a Prospectus supplement if the offering is made pursuant to a “shelf” registration) pursuant to which such underwritten offering of Registrable Securities shall be made, in each case, as may be requested by the managing underwriter for such offering; provided that a request under this Section 2.3(b) shall not be effective more than once in any twelve-month period.

     Section 2.4. Registration Procedures . If and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Article II, the Company shall effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall cooperate in the sale of the securities and shall, as expeditiously as possible:

     (a) Prepare and file with the SEC a Registration Statement or Registration Statements on such form which shall be available for the sale of the Registrable Securities by the Holders or the Company in accordance with the intended method or methods of distribution thereof (including a Partner Distribution), and use its reasonable best efforts to cause such Registration Statement to become effective and to remain effective as provided herein; provided , however , that before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by reference), the Company shall furnish or otherwise make available to the Selling Holders, their counsel and the managing underwriter(s), if any, copies of all such documents proposed to be

filed (including all exhibits thereto), which documents will be subject to the reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable access to the Company’s books and records, officers, accountants and other advisors. The Company shall not file any such Registration Statement or Prospectus or any amendments or supplements thereto (including such documents that, upon filing, would be incorporated or deemed to be incorporated by reference therein) with respect to any registration pursuant to Section 2.1 or 2.2 to which the Holders’ Representative, its counsel, or the managing underwriter(s), if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion of the Company, such filing is necessary to comply with applicable Law.

     (b) Prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective during the period provided herein and comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement, and cause the related Prospectus to be supplemented by any Prospectus supplement or Issuer Free Writing Prospectus as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the secu