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• F ~ s w t~- 1 l - t? ::-x=k~r.% . .- 4 - . . ..- .;:> ....:~ . ...+ _ _ DEBENTURE PURCHASE ACREEifEilT This DEBENTURE PURCIiASE AGREErIENT ("this-.Agree4.ent") ent~ ered intoJ the 2'7 L"'day of July 1977 by and between CETUS CORPORATION, a Delaware corporation having its e::ecutive offices at 600 Bancroft Way, Berkeley, California 94710 (referred to herein as "Cetus") and STANDARD OIL COAiPARTY, an Indiana corporation having its executive offices'at 200 East~Randolph Drive, Chicago, Illinois 60601 (referred to herein as "Standard") ~ : ~.., r...,~j Cetus will authorize the"issuanc : e and• rsale to Stand d f i s 7. Section 1. The Debentures ge etu an Standard agre ,e~ asoows fll 1JITNESSETH T, y v.tr'' y'~ t •: ,t 7.•. , fa . 1' t,,,.., '^4f~~t,; ` In consid.eration of the `m'utual covenants Yierein contained and other ,`,~, w ~ good and valuable consideration receipt'and sufficiency of which is hereby~t ~ acknowled d C s d ' ar o t 5$ ?r'~`'t Convertible Debentures due August 1, 1992 (the."Debenturessuch term to include any Debenture ' or Debentures issued in exchange •therefor or + ~~ replacement thereof pursuant to Section 18 of the Debentures)) in ther~~''~ ~ 9 ~ ~, aggregate principal amount of $5,000,000. The Debentures shall be ~?~ ~ .. ~ { .N ~ dated the date of issuance and delivery, shall bear interest at the'rate ;;YW4 ~Ak:. f 7 S% o . ~ per annum on the unpaid amount thereof from the date~ of issuance ' ' . to the maturit date • ~ shall be ' , ,,~~ ~ Y , payable `semi-annually beginnin on ~.". , g y ~.- tysok~ J Februar 1, '1978; and ' on r each August 1 and February I' thereafter to and ~~ ~z~'. incl di A a u ng ugust 1 1992,hlle Augt ,;' , sa matur onus 1;1992 shall be ` convertible on or before July 26, 1992,' into shares of the $0 0375 er~ , . p ,F '" AA F '~~ l. share par value Common Stock of Cetus in accordance with, the provisions of Section 6 of the D b ` e entures, and shallthi b subtaill„y oerwseesntayin the form attached `' hereto as Exhibit A. Section 2 Sale ~~b ~ and Purchase of Debentures' Yt~ ~. .~ `~?~Z . ?a, ;- ,. ~ ~ `~. f, 7~~ f- Cetus will issue _and sell to Standard and sub j ect to the terms ' and conditions and in reliance on the representations and warranties of Cetus ` contained herein,' Standard will purchase and ~ pay for the Debentures in the z-< principal -amounts of (a) -$•2,000,000 on the First Closing Date and (b)' $3,000,000 on the Second Closing Date. :1.•SJ ~ t t_ ~ ~. Section 3. Use of Proceeds "~s~ ) Cetus will apply tlie`"proceeds of the.sale of the Debenturesy to fund its`ongoing research efforts including purchase of laboratory equipment, laboratory or production facilities, and the acquisition`of'n'ew technology, ~k Pending the application of the proceeds ~ to such use, Cetus-may invest j~ R3 1. c ,~ :~ l.1 FfS ' 1',.. vf s~ r t/.r ci :.o.^Tr:3»`}i~l itl'43~~3Nl~L~Xq~.,~ q :- 0 t , 1. ,.9r~~` ... .,... -... >~r :f. .~4?.- a..-n.. i i: ^ "A„+~ }7 ~.f _~ 4 Q.

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~ t > Income E'oting Preferred Stock dated April 28, 1972 ('"Series x unissued_ or~ treasury shares of Common Stock or- Preferred Stock ~, except as set ~€orth.in such exhibit; have any authorized but :. S Y Convertible Income Voting Preferred Stock dated November 29, - 1976 ("Preferred Stock") and are outst3nding , The~re are no shares of the preferred shares issued pursuant to a Certificate of Determination of Preferences of Series A Convertible .~._ t . ` A Preferred Stock") now outstanding, the 20,000 such shares f.L... .. .. bY`:3vu ~ originally issued having been returned to Cetus for exchange °° either for Preferred Stock or Common Stock,. Cetus intends : '1;11`~wpU~') to amend its Certificate of Incorporation to increase the " number of authorized shares of $0.0375 per share par value co;nmo*i s tock to 4, 000, 000 shares prior to the First Closing Except as set, forth in Exhibit B hereto, there are no out- ,~ d~ 03 standing warrants or options to purchase the Common Stock or . Preferred Stock of Cetus granted or issued by Cetus, nor, ^ ~ :`~ been 'reserved for,issuance at some future time or on the K . ... . ~ .~ happening of some event. '"S( o ~J4`~S`J~~s3y.`_~~!'rf~ ` (e), _ Government Approval. No approval, authorization,- consent -: a overnmental authorit is re uired b Cetus for the e ti xe o g Y s{f' ~, or orider of, or designation or declaration with,`any- +Y. n, ,., cu q Y :' delivery, or carrying out by Cetus of this Agreement, the ~-_ ..:~ x y~~ S . . .. ,. .,. - Y x3~ii ~ Debentures, or any,of the acts or transactions contemplated _ ... by this Agreement or the Debentures, other than qualification of sale of the Debentures with the Commissioner of Corporations of the State" of California and the acceptance of_ the Secretary of State of the State of Delaware of the filing of an amend h- ditr~~.c~ ~:`'~~~;' ment' to the Certificate of Incorporation of Cetus . increasing the:.:.umb - ..er. . ..ofu ..a... _nthorized shares..; The sale of the Debentures ~ has not beenJ 'qualified with the Commissioner of Corporations ,,,'s of the State of California and the issuance of the Debentures t"~,a yF_. F '- y e payment.,or receipt of any part.of the consideration "'` or th . ~~`' '`~ ' 1 > ,~' ~~ `' therefor prioro to such qualification is unlawful:-: The rights ,. t;r+~~~Man~ ~,... of the+parties are expressly conditioned upon such qualifi= t cation being obtained. (4-a '0"r;f.q~ t3~~ ji ~~}`i ~ ~(f) Non-contravention, Neither the execution'nor the delivery this Agreement or the Debentures;..the consummation of re the transactions contemplated in any of ,them, nor--compliance with the terms-and provisions of any of such ins-truments " z~7~"'~4rwill conflictrwith or result in_a breach of any of the , ~+terms; conditions or provisions of any law or of JV any order, 4xw writ, injunction or decree of any, court. or governmental ~ • ~ . 'instrumentalityj, or of any agreement or'ins'trument, to rr.. ~ . s. Y v' ~ , ... ,~jlia . ,...,.. :.... . . , which Cetus is a party or by which.it is bound or to ~_ ~~ss ^ ~2xt3 3zrL~r ~ which it is subject, or constitute.a default thereunder " U or will result in the creation or imposition of any lien, svi~;~• charge or encumbrance of any nature whatsoever upon any of the property of Cetus pursuant to the terms of any such agree- ~ ment or instrument, except as provided in this Agreement. ,'~f~f 2 { a1~~ a ~ -) ~ k1 .. 4 .. ~..YL-. -d ,

Z3.i!aI`~ "TrI !1, _ (g) Financial Statements:" Attached hereto as Exhibit C are the financial statements of Cetus for the fiscal years ended ...~~1_ x-: June 30,' 1975, and June 30, 1976; together with the report . ; dtd Jl 16 1976f -~aeuy,, o Arthur Young & Company, Certified : n~jya;#a r:DPublic Accountants as to such financial statements. Cetus represents that since the end of the last period covered by ~"- ' r--such reports nothing has come to the attention of Cetus which ,-flf: causes its martagement to questioii the aceuracy `of the state- 4u ~Z4 - '_;: ments; either in whole or in `any part,,° as of the time such ut.iurD ;~a statements were given:' There have been no inaterial adverse . changes in the financial conditioa of the company since the . '': dtefh 's," except isae beri i a o sucreport . hvenade known to Standard in -writing priof` to the "execu*ion-of this Agreement . rg f+,~~ ` j~,~u ~.t_ o: Prior. to the First Closing Date;wCeti~s will cause financial ~ statements covering the fiscal year'~ended' June 30, 1977, to be ' tz~; furnished to Standard in`substantially' the sage`-format and containing substantially tlie' same ~detail~as" for' the precdng`' ei two years, such reports to be certified by Arthur Young W ~ ~~, Company.;~ At Standard's 'request; Cetus will iiistri~ct Arthur.: V,Young & Cqiapany to meet with Standard's~representatives to aaw tn:~1- discuss the procedures employed in'preparing its audit, all results of such procedures; and to furnish Standard's repre a'~ ~~~r~`~,t ~ sentativesa with' copif its dldke es oetaie wor shets and schedules ct~3~~ti~xYt~ . backing up such audited statements '~ '~~' ~' ; 1~1 Y-].+.'~'7~ (h) ;'Litigation j. There' is' no material~~ litigation or proceedin Ts, pending or to' the bt kldfet ,esnowege o, managmen threatened, RK, "Z against Cetus or involving any of its husiness`; operations; ' ~ Iat:l R:5 t~0properties or assets;° including"without reservation claims of patent or trademark infringement.'""`' a'`! ar~ yo~~ ro '2F ~;35 zsr,.;.~~ i) Offering of the Debentures.` Cetus has not', directly or ; 6mT throughntffdh any age, oere te Debentures or any part thereof A D'A ~ir,Wr, or any similar securities for sale to, or solicited any offers to buy any thf fhwio ereorom or oterseti , negated in respect;t thereof with, any person or persons other than Standard. Neither it nor ariy agent on its behalf will, directly or „ ' o indirectly, sell or offer to sell, or attempt to offer to tq~„dispose of, the Debentures or any substantially similar vaja.~- ,: securities to_~; or solicit any 'offers to buy the-Debentures _ or any substantially similar securities from~ or'otherwise , F approach or negotiate in' respect thereof with, any others or take any other action that will bring the issue and sale of , 5': the Debentures under the provisions of Section S of the Securities Act of 1933 (the "Securities Act"), without first x!9L,g obtaining the consent of Standard. ``` ~" ~~ `,, " }. tt~res_oiL~+.

Section'5. Fepresentations of Standard . ". __, .. .. Standard represents and warrants that: ,. ,~- `-(a) Purchase for Investment.. The Debentures are being purchased for its own account and not with a present view or intention t th ditibtio or resale throf subject to the fact oesrunee , that at some future date Standard may determine to dispose of such securities. - - ' Restricted Securities. Standard acknowledg2s that the Debentures and the Common Stock issuable upon conversion of such Deures have not been registered under the Securities " Act and are"restricted securities" a5 defined in the Securitiesl . nd Exchange'Commission's Rule 144 under the Securities Act,:` that the_effect,of such non-registration is that the Debentures and the Coriinon Stock issuable upon conversion of such Debentures must b e held indefinitely unless subsequently registered under... the Securities.Act or an exemption from such registration is ; available at the time of any proposed sale or other transfer thereof , Section 6 Closings . The closings for the sale and'purchase of the Debentures (the "Closings") shall take place at the offices of Standard at 200 East Randolph Drive, Chicago, Illinois 60601 at 10:00 A.M. on S~psa~ab~; 1977, ("the First Closing Date") and on January 17, 1978, ("the Second Closing :". Date").' Cetus reserves the right to delay either of the Closings to a date certain by delivery of notice of such delay no less than 5 business days prior to the date of such closing, provided that the First Closing ' s+. ,.. ~y shall not be delayed to a date later than October 1, 1977, and that .: the Second Closing shall not be delayed more than once nor to a date later than January 31, 1978, without Standard's consent. At the Closings, Cetus will deliver the Debentures to be issued and dated as of the dates of such closings, in the aggregate principal amount of $5,000,000, aYable to Standard's order against payment of the P P urchase price therefor .r~~ ~ ... , . , by check payable to Cetus." If Cetus shall, at either closing, fail to '' ~`"tender the Debentures as herein'provided or the conditions specified in ; Section 7 shall not have been fu1fi11ed.to Standard's satisfaction, Standard may elect to be relieved of its obligations hereunder, or to waive said condition an&proceed to consummate the purchase. _. . .: ss Section 7. Closing Condition ~ 16 7.1 Conditions for First Closinh , •. r d r s ria . ~ ,:.. ,~f ,-- u. ... .,_.. . _.. . .. . . . Standard's obligations to purchase and~pay,for $2,000,000 principal amount of the Debentures on the First Closing Date shall be subject to ~ the accuracy of the representations and warranties of Cetus contained herein, to the performarice by Cetus of all its agreements contained herein to be performed by it at or prior to the First Closing Date, and to the satisfaction of the following conditions precedent on or prior to the First Closing Date:.

F } L1 r. - 6 - s a , x s " - ,r . '~M!lg+~Fsw~'!~*ttl'A't:'+~ilf'Sdt~f1~~M*4¢~!~t'?~"~. ,.. ... . .. ;~h . ~<'., . . . .) D-_ . . 4.. a`_ . . .

~'~~~~~..;. +'_',"..f' Wtl~- ;;,..--: : k such counsel :~ (vi) Certificate of_an officer of_Cetus dated`as „ of the and' warranties contained in this Agreement; whether ;• " t in Section 4 or elsewhere, or in the Debentures as of :.. Y 1 .Y. "1. »a~ , <Y`R;J > '' (iv) Ir~ c.•;CA l"i 4 + 4r ~ . k! S z';'f 1'•'t s fT: - 3 r ^a `, r The Debentures in such denominatiozs'as Standard may request each properly executed by the authorized representatives of Cetus and dated the date of such closing. . (v) An opinion.of counsel to Cetus.dated the First Closing Date to the effect that each of the representations and ~-hl warranties of Cetus set forth in Sections 4 and 8, except for Section 4(g) as to which such counsel. need _`,1 i~'a~ :.' express no opiniori, • is true and correct as of the date of such 'opinion to the best knowledge and belief of :' r .` ~ .. . First Closing Date reaffirming the representations ,.: . ` such date, representing that there have been no ,:~ a,dverse 'changes in the business,` properties;~ or~~ ` ~ 3,r~:~~,4 financial condition of Cetus since the end" of the ~ last fiscal year for which audited finaucial state tr,, xf{ri= ments have been furnished• to Standard'except `as has :; been made known to S tandard in writing prior to the 0 execution of this Agreement.. ; ia Q N4 9 {s+? Rr~• i.JY (b) Successful Tender for 0utstanding Securities t sirr, ,.r ,~'*At at least 100,000 shares of Common Stock from'the holders of such shares pursuant to Section 8 of this Agreement u ~- (c) Necessary APProvals ~r~~,lc~ ; Standard shall have been successful iii its``efforts to` purchase at least 10,000 shares of Preferred Stock and w` . .. . .. . _ . .. . -~ >. > df, ~rg~ L i~.f.a ..l_.~ consents as set forth in Section 5(e) hereof to permit consummation of *the transactions being provided for hereiii:f"'" _ ,.....,. .,. .. - „ Cetus shall have obtained aLl necessaryapprovals and .. Krr 7 2 Conditions for Second Closzng „. 4A~~ 1r. ~ < - Standard's obligations to purchase and pay for $3,000,000 principal ` amount of the Debentures on the Second Closing Date sliall be subject to: 8'3~filip The First Closing under Section 7.1 shall have occurred, :i~ ' Z * ~~~;;.(b) Standard shall have received closing documents substantially as required by Sections 7.1(a)(ii), 7.1(a)(iii), and .• 7.1(a)(iv) dated as of--the Second Closing Date except with` respect to the Good Standing telegranis required by Section 7.1(a)(ii) which shall be dated the day prior to the Second . Closing Date. 1 l~• . :. - . . . . . . . • .. ' .. . .-,. . . .. ._ . . . . ... ., L .. .. l w}' 1 Y 1 ti 7ys~+~ ~r J t7.

.43 I I •.i y }. .. . J.: { _. ~" (c) Standard shall have received an opinion of counsel to Cetus ~' to the effect that the Debentures being delivered at the . 11I Second Closing have been duly authorized, properly issued, ~,..~ and when paid for will be the enforceable obligations of -,'; _'~"' = _ =. Cetus, subject to the laws governing the enforceability of creditor's rights generally. - ' . ; :•. . t , . . . .• '•f :...,. .• , : ..•.._ ...,;. . . . .. ..' . .. ,- .... ..: _..: : (d) Standard shall have received a certificate dated the' date 4= r of such Closin g from an officer of Cetus to the effect that as of such date and without reflecting the proceeds of the F~ ~ sale of the Debentures to be sold at the Second Closing the~~`x r total assets of Cetus exceed its total liabilities and con- t~r~` . '' 3~ ~w ;, firming that the proceeds of such sale will be applied iQ ;~`:~ accordance with Section 3 of this Agreement. Sv - Section 8. Purchase of 0utstanding Securities of Cetus Y # t ~ i T Y , ~- } . ::. ~. R Standard proposes to offer tospurchase for cash directly from theT~i,, holders thereof the following securities f of Cetus -Crt~-• ,. (a) 10,000 shares of the outstanding Preferred Stock issued~piir f-^? suant to a Certificate of Determination of Preferences of 14 ~~ Series B Convertible Income Voting Preferred Stock dated `i' November 29, 1976, for . a price of $330.00 per share.. ~;s;F ~.yV (b) 100,000 shares of the~outstanding Common Stock, for a price of $15 00 per share. k 4li{ f c 4Y~'i, /S3 r'Jtti 4~ "'S b~`;s d~~fG~ sri rfs`i[! .~Cl~lFVC "S~ ~~ 1lCr~~ a~t. r~M Cetus agrees that it will not oppose Stanaard's o.^.ffer and will not r ,~3,.,' i "_ t'a. ~} discourage any shareholder who wishes to accept Standard's offer. Cetus 'y~~ " will furnish to Standard a list of the holders of s ecurzties for which ~, j Standard wishes to extend an offer to purchase together with the number of shares held and each holder's last known address. Should any person +t seek to exercise a conversion right or to exercise an option in order to make a timely acceptance of Standard's offer Cetus will not obstruct or V~~i dela ~,,.~ y the issuance of the stock issuable on such exercise.' r- i.'Sk 11..1 ir F i It is understood that• while Standard intends 'to offer to purchase only the number of shares of each security as is set forth above if more shares are submitted in response to its offer than it solicited, Standard will either accept all shares tendered or will select from the shares 4y y,. tendered -except that Standard may elect to purchase all shares of any Sft~~,~Q}` : tender consisting of 50 shares or less of Preferred Stock or 1,000 shares s~ ?,' or less of Common Stock. 4+~j" ~'.t~' F Cetus represents and warrants to Standard that the Preferred Shares 's now outstanding and the Common Shares now outstanding have been duly and ~ " properly issued for a consideration at least equal to the 0 '* ~ par value of sach shares when issued, are fully paid and not subject"to assessment ~ ~xf > ` . r#a! J ~ ~~ ~~ R l~tuCj~s *~F. ! ~7 a T~~ )4 ~ ~',. t'0 ~j3 t T.~LfY .2..Y rt ~ 8 y"`4ryk ~,~', ~'1'~,. -~ ~,` 5.i ~~ ~y , 4 4s~ ° rvt' . ~ ,t =tiwCr'.,: d - qp Nr~ ' -

' that eachPreferred Share is convertible into 22 Common Shares, and that the holders of the Preferred Shares voting as a class have the right to elect four directors of Cetus. Cetus agrees that no additional shares n..J, r...: . of Series A or Series B Preferred Stock will be issued without the approval of a majority of the shares of the Preferred Stock ' - Section 9. Sale or Transfer of the Shares; Compliance with the Securities Act of 1933, etc. Standard shall be entitled to have the shares acquired by it in the transactions contemplated by this Agreement or on conversion of the Preferred Stock or debentures (the "Shares"). W: registered for sale under the terms and conditions of this Section 9. " .- _ 1 Certain Definitions.~ As used th Sti 9 Th 9. inisecon,e fvllowing terms shall have the following respective meanings: [y) ~ "Commission" means the Securities and Ekchange Comnission,` } or any otherFederal agency at the time administering the Securities'Act. 4 = "Securities Act" means the Securities Act of 1933 oi`any ,r" similar Federal Statute, and the rules and regulations of the Commission . . .: issued under that Act, as they each'may, fr=time to time, be in effect. - .. . ~x ~... ~ , " : . "Transfer" means any deposition of any shares of Common ~: Stock or-rights to purchase shares of Common Stock or of any interest'in'; shares of Common Stock that would constitute a sale of such stock within the meaning of the Securities Act:~ ~ t{ fA:+~ w~~!Y~' "'' ~t, ' "Prs" idiidlri; a~parner eons means annvua, a corpoatont ship,•a trust, an unincorporated organization, and a government or atly department, agency, or political subdivision thereof, 11 Registration StatementIf means a registratioJn statement Y.y; ~ (other than on Forms S-8, or Form S-14) filed by Cetus with'the Commission ~=for an underwritten public offering and sale of securities of Cetus.`; "Registration Expense" means the e~,-penses described in ..~?~.. C:....~ ..--_... ... . ._. ... ...:..: ..: .. 1....-.. ..l~-r ..~~ .,..; Section • 9.7. ;-.r. s~:i~ 3r, e 9,2 ' Sale or Transfer of the Share's.' On the basisT of the representations set forth in Section 5 the Shares'are not being` , registered-under the Secu•rities Act. The Shares shall•not be sold or_.,, transferred unless either (i) they first shall have'been registered under the Securities Act or (ii) Cetus first shall have"been•, furnished witli an opinion of legal counsel reasonably satisfactory to'it stating that'such sale or transfer is an exempted transaction under the Securities Act and, unless such opinion states that the Shares may be"transferred by the transferee immediately after acquisition without registration under the Securities Act, a written agreement by the transferee of the Shares not '."u;' to again sell or transfer the Shares without complying with the require- ments provided for in this Section 9.2. ,"

. . .. .. . .. . . _l'_ _ . ..' _ .. ~' _ .~~ .. ... .. . - , , . - .. ... . . , . . .. . - . . ... .. 9.3. Restrictive Legend. Until the Shares have been registered under the Securities Act or until Cetus shall have received an o of counsel pursuant to the preceding section stating thnt the Shares may ,~ `}?srbe transferred by the transferee thereof immediately after the acquisition ; f 'without registration of the Shares under the Securities Act, each cer- tificate tificate representing the Shares shall bear the following legend: s: 614 "The shares represented by this certificate have ~.,4~ riot been regis tered under the Securities Act of ~ T 1 "t '• . 1933 as a~aended and may not be transferred in ~~~:~~ the absence of an effective registration state- ment relating thereto under• the Securities Act of 1933, as amended, or an opinion of counsel satis- ~~~~~` factory to Cetus to the effect that such regis ~~ fA,* tration is not required under such Act." q r ~ i<.n.~rs"F r Y•r:ry e•h +S:Y ~ m t_ s' an the d Cetus Shares is shall sub'notify its transfer agent, if any, that the transfer of { .a~1,. ect to the rest ~~~~ ~ ricti ons, and instrLct ' ~,mpositions J M stop orders, imposed pursuant to this A reement _ , r ', P ~ .~ r' rti..? ' f 9.4 Re iiired Reoistration. If, after Pfarch 1, 1978, Cetus "5 ryshall be~requested by Standard to register not less than 100,000 shares (provided however that if such registration is the first public offering ,,, z; ,~~<<"'ts : = of the common stock of Cetus the minimu,-n number to be registered shall ,; be 2.50,000) of Restricted Stock under the Securities Act, Cetus shall, : Ji as exP editiouslY as possible, use its best efforts to re-ister under the Securities Act the shares of Restricted Stock which Standard has requested '` Cetus to register to the extent necessary to permit the sale or other r-t disposition of such shares in accordance with the intended method of;;~ disposition specified in such request; provided,hot•zever, that Cetusr~r shall not be required to effect a registration under this Section 9.4 if ~'~.T}~~l it_ has filed and caused to become effective a Regstration Statement ~~ i t- #~,~ pursuant to Section 9. 5 within six months of the date a request is ~". submitted pursuant to this Section 9.4.. Standard's right to request and obtain registration pursuant to this Section 9. 4 shall. (i) be limited to , 4,:` two such registrations and to not more than one such.registration in an twelve-month period and (ii) terminate on August 31, 1992. . . .. , '.. 9.5 Incidental Registration.. Whenever Cetus proposes to file a Registration Statement, it will give written notice to Standard of its intention to do so if Standard then holds Restricted Stock, and, upon ~ Standard's written request; given within 10 days after receipt of any} G~Ir such notice (whieh' request shall state Standard's intended method of dispositioii of such Restricted Stock), Cetus shall use its best efforts ~to cause all Restricted Stock, so held by Standard and for which Standard r~Q~w ~y , has requested registration, to be registered under the Securities Act to the'extent necessary,to permit the sale or other disposition in accordance7 with~.the intended method of distribution specified in Standard's request;' pTrovided, however, that Standard's right to request and obtain registration -~"' *-~ ~- 5 pursuant to this Section 9.5 shall terminate on August 31 1992. x f , P t . . . > f~'IL\5~~~~~ yl ~ 5 q'•..:~., . .... .... 'Z:•- . . f Y 7, ;L7